Obligation Steadfast Holding 3.25% ( XS1141810991 ) en EUR

Steadfast Holding

100 % ▼

Pays-Bas

XS1141810991 ( en EUR )

3.25% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Stedin Holding XS1141810991 en EUR 3.25%, échue

100 000 EUR

500 000 000 EUR

Stedin Holding est une société énergétique française, filiale d'EDF, qui gère et développe des réseaux de distribution d'électricité et de gaz en France et à l'international.

L'analyse de l'émission obligataire portant le code ISIN XS1141810991 révèle une structure financière particulière émise par Stedin Holding, un acteur essentiel de l'infrastructure énergétique néerlandaise opérant en tant que gestionnaire de réseaux de distribution d'électricité et de gaz naturel, dont la position stratégique dans l'approvisionnement énergétique des Pays-Bas confère à ses émissions une caractéristique de stabilité souvent recherchée par les investisseurs. Cette obligation était libellée en Euros (EUR) et avait été émise depuis les Pays-Bas, présentant initialement un taux d'intérêt annuel de 3,25% avec une fréquence de paiement annuelle. Le montant total de l'émission s'élevait à 500 millions d'euros, avec une taille minimale d'achat fixée à 100 000 euros, ce qui la positionnait principalement sur le marché des investisseurs institutionnels ou qualifiés. Bien que sa caractéristique initiale fût une maturité perpétuelle, impliquant l'absence de date de remboursement prédéfinie, il est confirmé que cette obligation a néanmoins été intégralement remboursée, ayant atteint son terme ou ayant été rappelée, à un prix correspondant à 100% de sa valeur nominale sur le marché, attestant ainsi de la finalisation de cette émission.

OFFERING MEMORANDUM DATED 27 NOVEMBER 2014

ENECO HOLDING N.V.
(incorporated as a public company with limited liability
with its statutory seat in Rotterdam, The Netherlands)

EUR 500,000,000
Perpetual Fixed Rate Reset Securities
The issue price of the EUR 500,000,000 Perpetual Fixed Rate Reset Securities (the "Securities") will be
issued by Eneco Holding N.V. (the "Issuer" or "Eneco") is 99.232 per cent. of their principal amount.
Interest is payable subject to and in accordance with the Terms and Conditions of the Securities. From
(and including) 1 December 2014 until (but excluding) 1 December 2021 the Securities will bear interest
at a rate of 3.25 per cent. per annum, payable annually in arrear on 1 December of each year. Thereafter,
unless previously redeemed, the Securities, from (and including) 1 December 2021 to (but excluding) the
date on which they are redeemed, will bear interest at a rate per annum which shall be the aggregate of the
applicable Margin (which will include, after the First Step-up Date, a 0.25 % step-up over the initial
credit spread and, after the Second Step-up Date, a further 0.75 % step-up) and the five year Swap Rate
determined two TARGET Business Days prior to the beginning of each Reset Period, payable annually in
arrear on 1 December of each year, all as described in "Terms and Conditions of the Securities -- Coupon
Payments". Payments on the Securities will be made without deduction for or on account of taxes of The
Netherlands to the extent described under "Terms and Conditions of the Securities -- Taxation".
The Issuer may at its discretion elect to defer any payment of interest on the Securities, see "Terms and
Conditions of the Securities -- Deferral of Interest". Any amounts so deferred shall constitute Arrears of
Interest (as defined in the Terms and Conditions of the Securities). Arrears of Interest shall bear interest.
The Issuer may pay outstanding Arrears of Interest, in whole or in part, at any time (as described in the
Terms and Conditions of the Securities). The Issuer shall pay any outstanding Arrears of Interest, in
whole but not in part, on the first to occur of the following dates: (i) the Coupon Payment Date
immediately following a Mandatory Payment Event (as defined in the Terms and Conditions of the
Securities) and (ii) the date on which the Securities are redeemed (in whole, but not in part) in accordance
with Condition 3 (Winding-up), Condition 6(b) (Optional Redemption by the Issuer), Condition 6(c)
(Redemption for Taxation Reasons), Condition 6(d) (Redemption for Accounting Reasons), Condition 6(e)
(Redemption for Rating Reasons), Condition 6(f) (Redemption following exercise of Clean-up Call) or
Condition 6(g) (Redemption for Major Corporate Event), all as described in "Terms and Conditions of the
Securities Deferral of Interest".
The Securities are perpetual securities in respect of which there is no fixed redemption date, see "Terms
and Conditions of the Securities -- Redemption and Purchase". The Securities will become due and
payable in the event of a winding-up of the Issuer, see "Terms and Conditions of the Securities --
Winding-up". The Securities may be redeemed at the option of the Issuer, including, without limitation,
upon the occurrence of a Withholding Tax Event, a Tax Deduction Event, an Accounting Event, a Rating
Event or following a Major Corporate Event and following exercise by the Issuer of a Clean-up Call (each
as defined in the Terms and Conditions of the Securities). See "Terms and Conditions of the Securities --
Redemption and Purchase", which also includes the terms applicable to such redemption including the
basis for calculating the redemption amounts payable.
The Securities will constitute subordinated obligations of the Issuer as described in "Terms and
Conditions of the Securities -- Status and Subordination" and "Terms and Conditions of the Securities --
Winding-up".
Investing in the Securities involves certain risks. The principal risk factors that may affect the abilities
of the Issuer to fulfil their respective obligations under the Securities are discussed under "Risk
Factors" below.

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Application has been made to admit the Securities to the official list of the Luxembourg Stock Exchange
(the "Official List") and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro
MTF Market"). The Euro MTF Market is not a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
References in this offering memorandum (the "Offering Memorandum") to the Securities being "listed"
(and all related references) shall mean that the Securities have been admitted to the Official List and
admitted to trading on the Euro MTF Market.
This Offering Memorandum has been approved as a prospectus issued in compliance with part 2 of the
Luxembourg rules and regulations by the Luxembourg Stock Exchange in its capacity as competent
authority under Part IV of the Luxembourg law of 10 July 2005 on prospectuses for securities, as
amended for the purposes of giving information with regard to the Securities described in this Offering
Memorandum.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933
(the "Securities Act") and are subject to United States tax law requirements. The Securities are being
offered outside the United States by the Managers (as defined in "Subscription and Sale") in accordance
with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Securities will be in bearer form and in the denomination of EUR 100,000 with integral multiples of
EUR 1,000 in excess thereof each. The Securities will initially be in the form of a temporary global
security (the "Temporary Global Security"), without interest coupons, which will be deposited on or
around 1 December 2014 (the "Closing Date") with a common depositary for Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg").
The Temporary Global Security will be exchangeable, in whole or in part, for interests in a permanent
global security (the "Permanent Global Security" and together with the Temporary Global Security, the
"Global Securities"), without interest coupons, not earlier than 40 days after the Closing Date upon
certification as to non-U.S. beneficial ownership. Interest payments in respect of the Securities cannot be
collected without such certification of non-U.S. beneficial ownership. The Permanent Global Security
will be exchangeable in certain limited circumstances in whole, but not in part, for Securities in definitive
form in the denomination of EUR 100,000 each and with interest coupons attached. See "Summary of
Provisions Relating to the Securities in Global Form".
The Securities will be rated BBB by Standard & Poor's Credit Market Services Europe Limited ("S&P").
Standard & Poor's Credit Market Services Europe Limited is established in the EEA and registered under
Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Standard & Poor's Credit Market
Services Europe Limited appears on the latest update of the list of registered credit rating agencies (as of
24 November 2014) on the ESMA website http://www.esma.europa.eu.
A credit 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 credit rating agency.

STRUCTURING ADVISORS

AND
JOINT GLOBAL
CO-ORDINATORS

Barclays

The Royal Bank of Scotland

JOINT BOOKRUNNERS

ABN AMRO

Barclays
BNP PARIBAS
ING
The Royal Bank of Scotland

27 November 2014

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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
INFORMATION INCORPORATED BY REFERENCE ............................................................................ 3
RISK FACTORS .......................................................................................................................................... 4
OVERVIEW ............................................................................................................................................... 14
TERMS AND CONDITIONS OF THE SECURITIES ............................................................................. 17
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES IN GLOBAL FORM .................. 38
USE OF PROCEEDS ................................................................................................................................. 40
DESCRIPTION OF THE ISSUER............................................................................................................. 41
TAXATION ............................................................................................................................................... 55
SUBSCRIPTION AND SALE ................................................................................................................... 58
GENERAL INFORMATION .................................................................................................................... 60
INDEX OF DEFINED TERMS ................................................................................................................. 62

IMPORTANT NOTICES
Responsibility for this Offering Memorandum
Eneco Holding N.V. (the "Issuer" or "Eneco") accepts responsibility for the information contained in this
Offering Memorandum and declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Offering Memorandum is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
Other relevant information
This Offering Memorandum must be read and construed together with any information incorporated by
reference herein (see "Information incorporated by reference").
The Issuer has confirmed to the Managers named under "Subscription and Sale" below that this Offering
Memorandum contains all information which is (in the context of the issue, offering and sale of the
Securities) material; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Offering Memorandum
does not omit to state any material fact necessary to make such information, opinions, predictions or
intentions (in the context of the issue, offering and sale of the Securities) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Memorandum or any other document entered into in relation to the
Securities or any information supplied by the Issuer or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuer or any Manager.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Offering Memorandum and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Offering
Memorandum. Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of any
Security shall, in any circumstances, create any implication that the information contained in this Offering
Memorandum is true subsequent to the date hereof or that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the prospects or financial or trading position of the
Issuer since the date thereof or that any other information supplied in connection with the Securities is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Restriction on distribution
The distribution of this Offering Memorandum and the offering, sale and delivery of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum
comes are required by the Issuer and the Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities and on the
distribution of this Offering Memorandum and other offering material relating to the Securities, see
"Subscription and Sale". In particular, Securities have not been and will not be registered under the
Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United
States, and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be
offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S).
This Offering Memorandum does not constitute an offer or an invitation to subscribe for or purchase any
Securities and should not be considered as a recommendation by the Issuer, the Managers or any of them
that any recipient of this Offering Memorandum should subscribe for or purchase any Securities. Each
recipient of this Offering Memorandum shall be taken to have made its own investigation and appraisal of
the condition (financial or otherwise) of the Issuer.

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Certain definitions
In this Offering Memorandum, unless otherwise specified, references to a "Member State" are references
to a Member State of the European Economic Area, references to "EUR", "euro" or "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Community, as amended.
Certain figures included in this Offering Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
In connection with the issue of any Securities, The Royal Bank of Scotland plc (or persons acting on
behalf of any Stabilising Manager(s)) may over allot Securities or effect transactions with a view to
supporting the market price of the Securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the
Securities is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of the Securities and 60 days after the date of the allotment of the
Securities. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.

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INFORMATION INCORPORATED BY REFERENCE
The following information shall be deemed to be incorporated in, and to form part of, this Offering
Memorandum:
(a)
the most recent articles of association of the Issuer;
(b)
the audited consolidated and unconsolidated financial statements (including the auditors' report
thereon and notes thereto) of the Issuer in respect of the years ended 2012 and 2013 (set out on
pages 71 to 124 and 84 to 148 respectively, of the 31 December 2012 and 31 December 2013
annual reports of the Issuer); and
(c)
the reviewed consolidated interim financial statements of the Issuer in respect of the half year
ended 30 June 2014 (set out on pages 4 to 20 of the half-year report 2014).
Copies of the documents specified above as containing information incorporated by reference in this
Offering Memorandum may be obtained, free of charge, at the registered office of the Issuer at Marten
Meesweg 5, 3068 AV Rotterdam, The Netherlands, or at http://www.eneco.com/en. Such documents will
also be available to view on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Information on the aforementioned website does not form part of this Offering Memorandum and may not
be relied upon in connection with any decision to invest in the Securities.
Any information contained in any of the documents specified above which is not incorporated by
reference in this Offering Memorandum is either not relevant to investors or is covered elsewhere in this
Offering Memorandum.

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RISK FACTORS
An investment in Securities involves certain risks including those described below. Prospective investors
should carefully consider the matters and information set forth below regarding the factors that may
affect the ability of the Issuer to fulfil its obligations under the Securities. In addition, factors which are
material for the purpose of assessing the market risks associated with Securities are also described below.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. If any of the following risks actually
occurs, the trading price of the Securities could decline and an investor could lose all or part of its
investment. Additional risks not currently known to the Issuer or risks that the Issuer presently deems
immaterial may subsequently harm the Issuer and affect an investor's investment.
The Issuer believes that the factors described below represent the material risks inherent in investing in
Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in connection
with any Securities may occur for other reasons and the Issuer does not represent that the statements
below regarding the risks of holding any Securities are exhaustive. Prospective investors should also read
the detailed information set out elsewhere in this Offering Memorandum and reach their own views prior
to making any investment decision.
The purchase of the Securities may be suitable only for investors who have the knowledge and experience
in financial and business matters necessary to enable them to evaluate the risks and the merits of an
investment in the Securities. Prospective investors should make such inquiries as they deem necessary
without relying on the Issuer or any Manager and before making an investment decision with respect to
any Securities, prospective investors should consult their own stockbroker, bank manager, lawyer,
accountant or other financial, legal and tax advisers and carefully review the risks entailed by an
investment in the Securities and consider such an investment decision in the light of the prospective
investor's personal circumstances.
Words and expressions defined in the "Terms and Conditions of the Securities" below or elsewhere in this
Offering Memorandum have the same meanings in this section.
Factors that may affect the Issuer's ability to fulfil its obligations under the Securities
Impact of the Dutch Regulatory Framework
The Dutch regulator Autoriteit Consument & Markt ("ACM") supervises the correct implementation of
the Electricity Act 1998 (Elektriciteitswet 1998), the Gas Act (Gaswet) and the Heat Act (Warmtewet).
The ACM ensures the effective and efficient functioning of the energy market and the protection of
customer interests through the implementation of various regulatory instruments. This includes
safeguarding access to networks, maintaining sufficient transparency (access to essential information) and
protecting consumers against potential malpractices.
The ACM monitors the capability of the network companies to meet the financial requirements for
managing the electricity and gas grid, including required and planned investments. The network
companies submit their regulatory financial statements to the ACM annually, including results, assets and
infrastructure related activities (maintenance and investments). Furthermore end-user tariffs for the
distribution of electricity, gas and heat are controlled by the ACM by using a formula containing an
efficiency component (x-factor), a quality component (q-factor) and inflation component (consumer price
index). For the current regulation period 2014-2016, the regulator has set a, compared to the former
period, high x-factor for Stedin Netbeheer B.V., in order to create an incentive to increase the efficiency
of the network. The x-factor, in this regulation period, will lead to annually decreasing transport tariffs for
gas and electricity.
The tariffs for the metering business are part of the ACM regulation. The mandatory roll-out of the smart
meter has to be financed out of the metering tariffs. ACM has concluded that the metering tariffs in 2011-
2012 have been too high. This will possibly impact future metering tariffs.
Consumer tariffs for district heating are also regulated by ACM. The ACM sets a maximum ceiling for
such tariffs. This ceiling is based on the total costs of the average gas supplied to households. The ACM
calculates the maximum ceiling each year. ACM also monitors the financial results of the district heating
companies. Currently the Ministry of Economic Affairs is re-assessing the method of calculation of the

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ceiling. A new ceiling in respect of district heating is expected in 2015. The Ministry of Economic Affairs
will evaluate the method of regulation more fundamentally in 2015-2016.
The regulatory framework described above - in particular the regulation of the grid tariffs based on
amongst other things an efficiency discount (x-factor), a quality component (q-factor) and an inflation
component (consumer price index) - may influence the financial position and the cash flows of the Issuer.
Unbundling of the Issuer
In April 2007, based on the Electricity Act 1998 and the Gas Act which incorporates the 'independent
network company act' (Wet Onafhankelijk Netbeheer) the unbundling of the energy generation and supply
from the distribution activities has become mandatory by ministerial decision. The unbundling law
clauses are currently not in force as a consequence of a decision of the Court in The Hague in June 2010.
As further set out in the section "Description of the Issuer", the legal proceedings with respect to the
unbundling law provisions are still ongoing. After the decision of the Court of Justice of the European
Union in Luxembourg on 22 October 2013, the Supreme Court (Hoge Raad) in The Netherlands has to
determine now whether the restrictions on fundamental freedoms are appropriate to the objectives
pursued. Furthermore such restrictions must not go beyond what is necessary to attain such objectives.
In the event the Issuer is to be unbundled, this could result in a change in the composition of the assets of
the Issuer.
In case an unbundling would be required, it is the current intention of management that the Regulated
Business remains owned or held, directly or indirectly, by the Issuer. In that case, the decree financial
management for grid operators (Besluit financieel beheer netbeheerders) applies, pursuant to which the
Issuer must either meet certain rating or financial requirements following the unbundling. In case of the
occurrence of a Regulated Business Major Corporate Event, which could occur in case of an unbundling
if the Regulated Business would spin off from the Group, the Issuer has the right to redeem the Securities
in accordance with Condition 6(g) (Redemption for Major Corporate Event). If the Issuer does not
redeem the Securities following the occurrence of a Major Corporate Event, the then prevailing Coupon
Rate of the Securities shall be increased by 500 basis points per annum with effect from and (and
including) the date on which such Major Corporate Event occurred. However, any Securities issued will if
not previously redeemed in accordance with the Terms and Conditions, following such spin-off, remain
the obligations of the Issuer.
Government policy, regulation and legislation in general
Mainly due to its strategy to invest in (long-term) sustainable energy projects, the Issuer is sensitive to
governmental policy, regulation and legislation for the energy company, especially in the area of permits,
subsidy and tax regimes. With respect to the network company decision-making about the tariff setting
and the introduction of the smart meter are important.
Changes in those government policies, regulation and legislation might have an adverse effect on the
(sustainable) projects undertaken, and therefore might have a negative impact on the cash flows and the
financial position of the Issuer.
Counterparty and market liquidity risk
Eneco is buying and selling commodities in wholesale markets and also purchases to sell to its end users.
Because of these activities Eneco is exposed to counterparty risk and market liquidity risk.
Counterparty risk is the risk that a trading counterparty cannot or will not meet its delivery or payment
obligations. The size of the counterparty risk is primarily determined by:
(a)
the replacement value of the future deliveries, as in case a counterparty does not deliver the
agreed upon commodity volume at the pre-agreed price, Eneco needs to acquire the commodity
from a third party and is therefore exposed to the then current market prices; and
(b)
the commodity delivered which has not yet been paid for.

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This risk is primarily encountered in trading in energy commodities, emission rights and interest rate and
foreign currency hedge transactions.
Market liquidity risk is the risk that Eneco has insufficient trading possibilities in the different ('over the
counter' and exchange) markets in relation to its trading needs.
Market risk
Due to the type of business in general, the financial position and (operating rating) cash flows of the
Issuer may be influenced by changes in market prices of:

commodities (e.g. energy, heat, CO2, (natural) gas, oil-derivatives and other fuels); and

financials (e.g. interest rates, exchange rates, inflation).
The typical characteristics of commodity markets in particular illiquidness, from time to time- may
cause considerable changes in commodity prices and therefore may influence the cash flows and financial
position of the Issuer.
Seasonality and climate
Due to the type of business of the Issuer, the (operational) cash flows may follow a seasonal pattern. This
pattern is caused by, to a certain extent, a mismatch between "stabilised" inflows i.e the amount of
monthly invoicing- and the actual varying outflows i.e. sourcing of electricity and gas. The degree of
seasonality tends to depend on weather and climate conditions. The mismatch caused by seasonality is
cushioned by the Issuer by using short-term funding (up to 1 year) sourced using various money market
instruments. Limited liquidity in this market may affect the financial position of the Issuer.
Interruption
The network company of the Eneco Group aims to achieve an interruption duration on its networks below
its norm and below national average. Nevertheless, interruption may result in additional costs (e.g. repair,
reconstruction, claimed damage) and therefore may influence the cash flows and the financial position of
the Issuer.
Financial market conditions in general
The Issuer finances itself by use of financial markets. Therefore, the Issuer is sensitive to general financial
market conditions.
The future financing needs of the Issuer may require the Issuer to seek external financing, either in the
form of public or private financing or other arrangements, which may not be available on attractive terms
or may not be available at all.
Risk Relating To The Securities
Application has been made for the Securities to be listed on the official list of the Luxembourg Stock
Exchange and to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange
The Securities are new securities which may not be widely distributed and for which there is currently no
active trading market. If the Securities are traded after their initial issuance, they may trade at a discount
to their initial offering price, depending upon prevailing interest rates, the market for similar securities,
general economic conditions and the financial condition of the Issuer. Although application has been
made for the Securities to be admitted to listing on the official list of the Luxembourg Stock Exchange
and for them to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange,
there is no assurance that such application will be accepted or that an active trading market will develop.
Accordingly, there is no assurance as to the development or liquidity of any trading market for the
Securities.

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Because the Global Securities are held by or on behalf of Euroclear and Clearstream, Luxembourg,
investors will have to rely on their procedures for transfer, payment and communication with the
Issuer
The Securities will be represented by the Global Securities except in certain limited circumstances
described in the Permanent Global Security. The Global Securities will be deposited with a common
depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described
in the Permanent Global Security, investors will not be entitled to receive definitive Securities. Euroclear
and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Securities.
While the Securities are represented by the Global Securities, investors will be able to trade their
beneficial interests only through Euroclear and Clearstream, Luxembourg.
The Issuer will discharge its payment obligations under the Securities by making payments to or to the
order of the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their
account holders. A holder of a beneficial interest in a Global Security must rely on the procedures of
Euroclear and Clearstream, Luxembourg to receive payments under the Securities. The Issuer has no
responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in
the Global Securities.
Holders of beneficial interests in the Global Securities will not have a direct right to vote in respect of the
Securities. Instead, such holders will be permitted to act only to the extent that they are enabled by
Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.
Credit rating
The Securities have been assigned a credit rating of "BBB" by Standard & Poor's Credit Market Services
Europe Limited. A credit 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 credit rating agency. Any adverse
change in an applicable credit rating could adversely affect the trading price for the Securities.
There is no assurance that a credit rating will remain for any given period of time or that a credit rating
will not be lowered or withdrawn by the relevant credit rating agency if, in its judgement, circumstances
in the future so warrant. Any adverse change in an applicable credit rating could adversely affect the
trading price for the Securities. In the event that a credit rating assigned to the Securities or the Issuer is
subsequently lowered for any reason, no person or entity is obliged to provide any additional support or
credit enhancement with respect to the Securities and the market value of the Securities is likely to be
adversely affected.
In general, European regulated investors are restricted under the Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies (the "CRA
Regulation") from using credit ratings for regulatory purposes, unless such credit ratings are issued by a
credit rating agency established in the EU and registered under the CRA Regulation (and such registration
has not been withdrawn or suspended), subject to transitional provisions that apply in certain
circumstances whilst the registration application is pending. Such general restriction will also apply in the
case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are
endorsed by an EU-registered credit rating agency or the relevant non-EU credit rating agency is certified
in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be,
has not been withdrawn or suspended).
In addition, if a Rating Event has occurred or the Issuer has received confirmation from one or more
credit rating agencies which has assigned a sponsored credit rating to the Issuer that the Securities will no
longer be eligible for the same or higher category of equity credit (as defined by such credit rating
agency) as attributed to the Securities at the Issue Date (a "Rating Event"), the Issuer may in its
discretion redeem the Securities or it may, without the consent of the Holders, modify the Conditions in
order that such Rating Event ceases to exist.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Securities in euro. 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 euro. These include the risk that exchange rates

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