Obligation Agrarrentenbank 0.375% ( XS1347758663 ) en EUR

Agrarrentenbank

100 % ⇌

Allemagne

XS1347758663 ( en EUR )

0.375% par an ( paiement annuel )

22/01/2024 - Obligation échue

Prospectus brochure de l'obligation Landwirtschaftliche Rentenbank XS1347758663 en EUR 0.375%, échue

1 000 EUR

1 950 000 000 EUR

La Landwirtschaftliche Rentenbank (LRB) est une banque publique allemande spécialisée dans le financement de l'agriculture et des zones rurales.

L'Obligation émise par Agrarrentenbank ( Allemagne ) , en EUR, avec le code ISIN XS1347758663, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/01/2024

FINAL TERMS DATED 9TH MARCH, 2017
LANDWIRTSCHAFTLICHE RENTENBANK
Issue of EUR 50,000,000 0.375 per cent. Notes due 22nd January, 2024 (the "Notes")
(to be consolidated, form a single series and be interchangeable for trading purposes with the
EUR 600,000,000 0.375 per cent. Notes due 22nd January, 2024, issued on 22nd January, 2016, the
EUR 400,000,000 0.375 per cent. Notes due 22nd January, 2024, issued on 19th February, 2016, the
EUR 50,000,000 0.375 per cent. Notes due 22nd January, 2024, issued on 1st February, 2017, and the
EUR 50,000,000 0.375 per cent. Notes due 22nd January, 2024, issued on 16th February, 2017)
under the EUR 60,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set
forth in the Simplified Base Prospectus dated 15th May, 2015 (the "Original Terms and Conditions") which are
incorporated by reference in the Simplified Base Prospectus dated 4th May, 2016 which constitutes a simplified
base prospectus for purposes of Chapters 1 and 2 of Part III of the Luxembourg Law on Prospectuses for
Securities dated 10th July, 2005, as amended (Loi relative aux prospectus pour valeurs mobilières) (the
"Simplified Base Prospectus"). This document constitutes the Final Terms of the Notes (these "Final Terms")
described herein and must be read in conjunction with the Simplified Base Prospectus, save in respect of the
Original Terms and Conditions, a copy of which is annexed hereto. Full information on the Issuer and the offer
of the Notes is only available on the basis of the combination of these Final Terms and the Simplified Base
Prospectus. The Simplified Base Prospectus (including the documents incorporated therein by reference) is
published on the Issuer's website at www.rentenbank.de.
1. (i)
Series Number:
1129
(ii)
Tranche Number:
5
(iii) Date on which the Notes
The Notes shall be consolidated, form a single series and
become fungible:
be interchangeable for trading purposes on the Issue Date
with the EUR 600,000,000 0.375 per cent. Notes due 22nd
January, 2024, issued on 22nd January, 2016, the EUR
400,000,000 0.375 per cent. Notes due 22nd January,
2024, issued on 19th February, 2016, the EUR 50,000,000
0.375 per cent. Notes due 22nd January, 2024, issued on
1st February, 2017, and the EUR 50,000,000 0.375 per
cent. Notes due 22nd January, 2024, issued on 16th
February, 2017.
2. Specified Currency or Currencies:
Euro ("EUR")
3. Aggregate Nominal Amount:

(i)
Series:
EUR 1,150,000,000
(ii)
Tranche:
EUR 50,000,000
4. Issue Price:
101.838 per cent. of the Aggregate Nominal Amount plus
accrued interest from and including 22nd January, 2017 up
to and excluding 13th March, 2017 (50 days of accrued
interest)
5. (i)
Specified Denominations:
EUR 1,000
(ii)
Calculation Amount:
EUR 1,000
6. (i)
Issue Date:
13th March, 2017
(ii)
Interest Commencement Date:
22nd January, 2017
7. Maturity Date:
22nd January, 2024
8. Interest Basis:
0.375 per cent. Fixed Rate
(further particulars specified in paragraph 12 below)

9. Redemption/Payment Basis:
Redemption at par
10. Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
11. Put/Call Options:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12. Fixed Rate Note Provisions
Applicable
(i)
Rate(s) of Interest:
0.375 per cent. per annum payable annually in arrears
(ii)
Interest Payment Date(s):
22nd January in each year up to and including the
Maturity Date, commencing 22nd January, 2018
(iii) Fixed Coupon Amount:
EUR 3.75 per Calculation Amount
(iv) Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi) Business Day Convention:
No Adjustment
(vii) Business Centre(s):
Not Applicable
(viii) Determination Date(s):
22nd January in each year
(ix) Other terms relating to the method of
Not Applicable
calculating interest for Fixed Rate
Notes:
13. Floating Rate Note Provisions
Not Applicable
14. Zero Coupon Note Provisions
Not Applicable
15. Index Linked Note/other variable-linked
Not Applicable
Note Provisions
16. Alternative Settlement Note Provisions
Not Applicable
17. Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Call Option:
Not Applicable
19. Put Option:
Not Applicable
20. Final Redemption Amount of each Note:
EUR 1,000 per Calculation Amount
21. Early Redemption Amount

Early Redemption Amount(s) per Calculation
Condition 7(e) applies
Amount payable on redemption for taxation
reasons or on event of default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes:
Bearer Notes

Permanent Bearer Global Note which is exchangeable for
Definitive Bearer Notes only upon Exchange Event.
23. New Global Note:
Yes
24. New Safekeeping Structure:
Not Applicable
25. Financial Centre(s):
TARGET
26. Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons mature):

2

27. Details relating to Partly Paid Notes: amount
Not Applicable
of each payment comprising the Issue Price
and date on which each payment is to be
made:
28. Details relating to Instalment Notes:

(i)
Instalment Amount(s):
Not Applicable
(ii)
Instalment Date(s):
Not Applicable
29. Redenomination applicable:
Not Applicable
30. Consolidation provisions:
Condition 16 applies
31. Other final terms:
Not Applicable
PART B OTHER INFORMATION
1. LISTING AND ADMISSION TO
Application has been made by the Issuer (or on its behalf)
TRADING:
for the Notes to be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange (Bourse de
Luxembourg) with effect from the Issue Date.
The Notes previously issued under Series 1129 (Tranche
1, Tranche 2, Tranche 3 and Tranche 4) are already
admitted to listing and trading on the Regulated Market of
the Luxembourg Stock Exchange.
2. RATINGS:
The Notes have been assigned the following ratings:
Moody's: Aaa
S & P: AAA
Fitch: AAA
According to Moody's Investors Services, a long-term
issue rated "Aaa" is judged to be of the highest quality,
with minimal credit risk.
According to Standard & Poor's, a long-term obligation
rated "AAA" has the highest rating assigned by Standard
& Poor's, and the obligor's capacity to meet its financial
commitment on the obligation is extremely strong.
According to Fitch Ratings, "AAA" ratings denote the
lowest expectation of default risk. They are assigned only
in cases of exceptionally strong capacity for payment of
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.
The credit ratings included herein will be treated for the
purposes of Regulation (EC) No 1060/2009 on credit
rating agencies, as amended by Regulation (EU) No
513/2011 (the "CRA Regulation") as having been issued
by Standard & Poor's Credit Market Services Europe
Limited ("S&P"), Moody's Deutschland GmbH
("Moody's") and Fitch Ratings Limited ("Fitch"), upon
registration pursuant to the CRA Regulation. Each of
S&P, Moody's and Fitch is established in the European
Union and is registered under the CRA Regulation.
Reference is made to the list of credit rating agencies
registered in accordance with the CRA Regulation
published by the European Securities and Markets
Authority on its website (www.esma.europa.eu), which is
updated within five working days following the adoption
of a decision under Articles 16, 17 or 20 of the CRA

3

Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER:
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer.
4. REASON FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:
(i)
Reasons for the offer:
The net proceeds from the issue of Notes will be applied
by the Issuer for its general corporate purposes.
(ii)
Estimated net proceeds:
EUR 50,944,684.93 (including EUR 25,684.93 in accrued
interest)
(iii) Estimated total expenses:
Not Applicable
5. YIELD: (Fixed Rate Notes only)
Indication of yield:
0.106 per cent. per annum.
Calculated at the Issue Date in accordance with the ICMA
method, which determines the effective interest rate of the
Notes taking into account accrued interest on a daily basis.
As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.
6. HISTORICAL INTEREST RATES: (Floating Rate Notes only)
Not Applicable
7. PERFORMANCE OF INDEX/FORMULA/RATES OF EXCHANGE/OTHER VARIALBE,
EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND
OTHER INFORMATION CONCERNING THE UNDERLYING: (Index-Linked Notes, other
variable-linked Notes and Dual Currency Notes only)
Not Applicable
8. OPERATIONAL INFORMATION:
ISIN Code:
XS1347758663
Common Code:
134775866
WKN:
A12TZV
Any clearing system(s) other than Euroclear
Not Applicable
and Clearstream, Luxembourg and the
relevant identification number(s):
Delivery:
Delivery against payment
Name and address of additional Paying and
Not Applicable
Transfer Agent(s) (if any):
Intended to be held in a manner which would
Yes. Note that the designation "yes" simply means that the
allow Eurosystem eligibility:
Notes are intended upon issue to be deposited with one of
the ICSDs as common safekeeper (and registered in the
name of a nominee of one of the ICSDs acting as common
safekeeper) and does not necessarily mean that the Notes
will be recognised as eligible collateral for Eurosystem
monetary policy and intraday credit operations by the
Eurosystem either upon issue or at any or all times during
their life. Such recognition will depend upon the ECB
being satisfied that Eurosystem eligibility criteria have
been met.

4

ANNEX

Part of the Simplified Base Prospectus dated 15th May, 2015
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Terms and Conditions" or "Conditions") of Notes to
be issued by the Issuer which will be incorporated by reference into each Global Note and which will be
incorporated into (or, if permitted by the relevant stock exchange or other relevant authority and agreed
between the Issuer and the relevant Dealer, incorporated by reference into) each Definitive Note. The following
Conditions will be applicable to the Uncertificated Notes. Uncertificated Notes will not be evidenced by any
physical note or document of title other than statements of account made by VP or VPS, as the case may be.
Ownership of Uncertificated Notes will be recorded and transfer effected through the book entry system and
register maintained by VP or VPS, as the case may be. The applicable Final Terms in relation to any Tranche of
Notes (including Uncertificated Notes) may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and
Conditions for the purpose of such Notes. The applicable Final Terms will be incorporated into, or attached to,
each Global Note and Definitive Note. Reference should be made to "Forms of Final Terms" for the form of the
Final Terms which specifies which of certain capitalised terms as defined in the following Conditions are to
apply in relation to the relevant Notes.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by these
Terms and Conditions, in which case a supplementary simplified base prospectus, if appropriate, will be made
available which will describe the effect of such agreement reached in relation to such Notes.
Capitalised terms which are not defined in these Terms and Conditions will have the meaning ascribed
thereto in the relevant Final Terms.
This Note is one of a series of Notes issued by the Issuer (which expression shall include any Substituted
Debtor pursuant to Condition 17) pursuant to the Agency Agreement (as defined below). References herein to
the "Notes" shall be references to the Notes of this Series (as defined below) and shall mean:
(i)
in relation to any Notes represented by a global Note (a "Global Note"), units of the lowest
denomination specified in the relevant Final Terms ("Specified Denomination") in the currency
specified in the relevant Final Terms ("Specified Currency");
(ii)
Definitive Notes issued in exchange (or part exchange) for a Global Note;
(iii) any Global Note;
(iv) Uncertificated Notes registered with and cleared through VP Securities A/S ("VP Notes" and "VP",
respectively) in accordance with applicable Danish laws and regulations and the procedures
applicable to and/or issued by VP from time to time; and
(v)
Uncertificated Notes registered with and cleared through the Norwegian Central Securities
Depository (Verdipapirsentralen ASA) ("VPS Notes" and "VPS", respectively) in accordance with
applicable Norwegian laws and regulations and the procedures applicable to and/or issued by VPS
from time to time.
The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit of
an amended and restated agency agreement dated 15th May, 2015 (such amended and restated agency
agreement as from time to time modified, supplemented and/or restated, the "Agency Agreement") and made
among the Issuer, Deutsche Bank AG, London Branch as issuing and principal paying agent, paying and transfer
agent and exchange agent (in each such capacity, the "Principal Paying Agent" and "Exchange Agent", each of
which expressions shall include any successor principal paying agent or exchange agent specified in the
applicable Final Terms, respectively), Deutsche Bank Trust Company Americas (the "Registrar", which
expression shall include any successor registrar specified in the applicable Final Terms), Danske Bank A/S (the
"VP Agent", which expression shall include any successor VP Agent specified in the applicable Final Terms),
Nordea Bank Norge ASA (the "VPS Agent", which expression shall include any successor VPS Agent specified
in the applicable Final Terms) and the other paying and transfer agents named therein (together with the
Principal Paying Agent, the "Paying and Transfer Agents", which expression shall include any additional or
successor paying and transfer agents). Determinations with regard to Notes (including, without limitation, Index
Linked Notes, Alternative Settlement Notes and Dual Currency Notes) shall be made by the Calculation Agent
specified in the applicable Final Terms in the manner specified in the applicable Final Terms.
Each Tranche of VP Notes will be created and held in uncertificated and dematerialised book entry form
in accounts with VP. The VP Agent will act as agent of the Issuer in respect of all dealings with VP in respect of
the VP Notes. Each Tranche of VPS Notes will be created and held in uncertificated and dematerialised book

29

entry form in accounts with VPS. The VPS Agent will act as agent of the Issuer in respect of all dealings with
VPS in respect of the VPS Notes.
Interest-bearing Definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest
coupons ("Coupons") and, if indicated in the applicable Final Terms, talons for further coupons ("Talons")
attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be
deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts
("Receipts") for the payment of the instalments of principal (other than the final instalment) attached on issue.
Any reference herein to "Noteholders" shall mean the holders of the Notes, and shall, in relation to any Notes
represented by a Global Note or in relation to Uncertificated Notes, be construed as provided below. Any
reference herein to "Receiptholders" shall mean the holders of the Receipts and any reference herein to
"Couponholders" shall mean the holders of the Coupons, and shall, unless the context otherwise requires,
include the holders of the Talons. Registered Notes and Global Notes do not have Receipts, Coupons or Talons
attached on issue. Uncertificated Notes are in uncertificated and dematerialised form: any reference in these
Terms and Conditions to Receipts, Coupons and Talons shall not apply to Uncertificated Notes and no Global or
Definitive Notes will be issued in respect thereof. These Terms and Conditions shall be construed accordingly.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms
which are (except in the case of Uncertificated Notes) attached to or endorsed on this Note. Part A of the Final
Terms (or such relevant provisions thereof) must be read in conjunction with these Terms and Conditions and
may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with
these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note.
References to the "applicable Final Terms" are to Part A of the Final Terms (or the relevant provisions thereof)
which are (except in the case of Uncertificated Notes) attached to or endorsed on this Note.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and
admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of
Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all respects
(including as to listing and admission to trading) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.
The Noteholders, the Receiptholders and the Couponholders (other than holders of Uncertificated Notes)
are entitled to the benefit of the Deed of Covenant made by the Issuer. The original of the Deed of Covenant is
held by a common depositary on behalf of Euroclear and Clearstream, Luxembourg (each as defined below).
Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal
business hours at the specified offices of each of the Principal Paying Agent, the Registrar, the VP Agent, VPS
Agent and the other Paying and Transfer Agents (such agents, together with the Exchange Agent, the "Agents").
Copies of the applicable Final Terms are available for inspection at and copies may be obtained from the
specified offices of the Principal Paying Agent, the Registrar and the other Paying and Transfer Agents. If this
Note is admitted to trading on the Luxembourg Stock Exchange's regulated market, the applicable Final Terms
will also be available for viewing on the website of the Luxembourg Stock Exchange at www.bourse.lu and if
this Note is admitted to trading on the London Stock Exchange's regulated market, the applicable Final Terms
will also be available on the website of the Regulatory News Service operated by the London Stock Exchange.
The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Deed of Covenant, the Agency Agreement and the applicable Final Terms
which are binding on them.
1.
Form, Denomination and Title
The Notes are issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") or
uncertificated and dematerialised book entry form ("Uncertificated Notes"), as specified in the Final Terms and,
in the case of Definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s).
Bearer Notes may not be exchanged for any other form of Notes and vice versa. Registered Notes may not be
exchanged for any other form of Notes and vice versa. VP Notes may not be exchanged for any other form of
Notes and vice versa. VPS Notes may not be exchanged for any other form of Notes and vice versa.
This Note may be a Fixed Rate Note (including a Step-up Note or a Step-down Note), a Floating Rate
Note, a Fixed-to-Floating Rate Note, a Zero Coupon Note, an Index Linked Note, an Alternative Settlement
Note, a Dual Currency Note or a combination of any of the foregoing, depending upon the Interest Basis shown
in the applicable Final Terms.
This Note may be redeemed at par or may be an Index Linked Redemption Note, an Alternative
Settlement Note, a Partly Paid Note, an Instalment Note, or a combination of any of the foregoing, depending on
the Redemption/Payment Basis shown in the applicable Final Terms.

30

A Step-up Note or Step-down Note is a Note which bears fixed interest at varying rates, such rates being,
in the case of a Step-up Note, greater or, in the case of a Step-down Note, lesser than the rates applicable to the
previous interest periods.
A Fixed-to-Floating Rate Note is a Note that bears interest that converts from a fixed rate to a floating rate
or from a floating rate to a fixed rate as indicated in the applicable Final Terms.
An Index Linked Note is a Note in respect of which payments of interest and/or principal will be
calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or
to such other factors as the Issuer and the relevant Dealer may agree.
An Alternative Settlement Note is a Note in respect of which payments of interest and principal are to be
settled in such different currency, and at a rate of exchange calculated upon such basis as are indicated in the
applicable Final Terms.
A Dual Currency Note is a Fixed Rate Note in respect of which payments of interest are made or to be
made in such different currencies, and at rates of exchange indicated in the applicable Final Terms. Principal in
respect of Dual Currency Notes will be paid in the currency in which the Notes are denominated.
Bearer Notes may be issued in CGN or NGN form. If the applicable Final Terms indicate that the Global
Note is not issued in NGN form, the nominal amount of Notes represented by the Global Note shall be
determined by means of the annotations to the Global Note. If the applicable Final Terms indicate that the
Global Note is issued in NGN form the nominal amount of Notes represented by the Global Note shall be the
aggregate amount from time to time entered in the records of Euroclear and Clearstream, Luxembourg (together,
the relevant "Clearing Systems"). The records of the relevant Clearing Systems shall be conclusive evidence of
the nominal amount of Notes represented by the Global Note and, for these purposes, a statement issued by the
relevant Clearing System stating the nominal amount of Notes represented by the Global Note at any time shall
be conclusive evidence of the records of the relevant Clearing System at that time. Payments due in respect of
Notes for the time being represented by the Global Note shall be made to the bearer of the Global Note and each
payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries
referred to above shall not affect such discharge. The Global Note shall not be valid unless authenticated by the
Principal Paying Agent. If the applicable Final Terms indicate that the Global Note is intended to be held in a
manner which would allow Eurosystem eligibility, the Common Safekeeper must be one of the ICSDs.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to
the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency
Agreement. The Issuer, the Principal Paying Agent, the Registrar and any other Paying and Transfer Agent may
deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered
Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or
writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global
Note, without prejudice to the provisions set out in the next succeeding paragraph, and the expressions
"Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. The holder of
Uncertificated Notes will be the person evidenced as such by a book entry in the records of VP or VPS, as the
case may be. Title to the VP Notes will pass by registration in the registers between the direct or indirect
accountholders at VP in accordance with applicable laws and the rules and procedures of VP. Where a nominee
is so evidenced, it shall be treated by the Issuer as the holder of the relevant VP Note. Title to the VPS Notes
will pass by registration in the registers between the direct or indirect accountholders at VPS in accordance with
applicable law and the rules and procedures of VPS. Where a nominee is so evidenced, it shall be treated by the
Issuer as the holder of the relevant VPS Note.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or
Clearstream, Luxembourg or for so long as DTC or its nominee is the registered holder of a Registered Global
Note, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC as the holder of a particular
nominal amount of such Notes (in which regard any certificate or other document issued by such clearing
system as to the nominal amount of such Notes standing to the account of any person shall, save in the case of
manifest error, be conclusive and binding for all purposes, including any form of statement or print out of
electronic records provided by the relevant clearing system in accordance with its usual procedures and in which
the holder of a particular nominal amount of such Notes is clearly identified together with the amount of such
holding) shall be treated by the Issuer, the Principal Paying Agent and the Registrar and any other Paying and
Transfer Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to
the payment of principal or interest on the Notes, for which purpose, in the case of Notes represented by a
Bearer Global Note, the bearer of the relevant Bearer Global Note or, in the case of a Registered Global Note
the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Principal Paying

31

Agent, the Registrar and any other Paying and Transfer Agent as the holder of such Notes in accordance with
and subject to the terms of the relevant Global Note; and the expressions "Noteholder" and "holder of Notes"
and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be
transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream,
Luxembourg and/or DTC, as the case may be.
For so long as any of the Notes are VP Notes, each person who is for the time being shown in the book
entry system and register maintained by VP as the holder of a VP Note shall be treated by the Issuer, the VP
Agent and any other Paying and Transfer Agent as the holder of such Notes for all purposes in accordance with
applicable Danish laws and regulations; and the expressions "Noteholder" and "holder of Notes" and related
expressions shall be construed accordingly. VP Notes will be transferable only in accordance with applicable
Danish laws and regulations and the procedures applicable to and/or issued by VP from time to time. VP Notes
will be issued in uncertificated and dematerialised form and no global or definitive Notes will be issued in
respect thereof and these Terms and Conditions shall be construed accordingly.
For so long as any of the Notes are VPS Notes, each person who is for the time being shown in the
records of VPS as the holder of a VPS Note shall be treated by the Issuer, the VPS Agent and any other Paying
and Transfer Agent as the holder of such Notes for all purposes in accordance with applicable Norwegian laws
and regulations; and the expressions "Noteholder" and "holder of Notes" and related expressions shall be
construed accordingly. VPS Notes will be transferable only in accordance with applicable Norwegian laws and
regulations and the procedures applicable to and/or issued by VPS from time to time. VPS Notes will be issued
in uncertificated and dematerialised form and no global or definitive Notes will be issued in respect thereof and
these Terms and Conditions shall be construed accordingly.
References to Euroclear, Clearstream, Luxembourg and/or DTC and/or VP and/or VPS shall, whenever
the context so permits, be deemed to include a reference to any additional or alternative clearing system
approved by the Issuer, the relevant Dealer and the Principal Paying Agent.
Bearer Notes, once issued in definitive form in the Specified Currency and the Specified Denomination(s),
may not be exchanged for Bearer Notes of another Specified Denomination.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which
case references to Coupons and Couponholders in these Terms and Conditions are not applicable.
In relation to any issue of Bearer Notes which have a minimum denomination and are tradable, so long as
the Notes are represented by a temporary Global Note or a permanent Global Note and the relevant Clearing
System(s) so permit, in denominations above such minimum denomination which are not integral multiples of
the minimum denomination, should Definitive Notes be required to be issued, a holder who does not have an
integral multiple of the minimum denomination in his account with the relevant Clearing Systems at the relevant
time, may not receive all of his entitlement in the form of Definitive Notes unless and until such time as his
holding becomes an integral multiple of the minimum denomination.
2.
Provisions Relating to Registered Notes
(a)
Transfers of interest in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect
participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests.
A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and
regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another
Registered Global Note only in the Specified Denominations and only in accordance with the rules and
operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg, as the case may be,
and in accordance with these Terms and Conditions. Transfers of a Registered Global Note registered in the
name of a nominee for DTC shall be limited to transfers of such Registered Global Note, in whole but not in
part, to another nominee of DTC or to a successor of DTC or such successor's nominee.
(b)
Transfer of Registered Notes in definitive form
Subject as provided in Conditions 2(e) and (f) below, a Registered Note in definitive form may be
transferred in whole or in part (in the Specified Denominations). In order to effect any such transfer: (i) the
holder or holders must (A) surrender the Registered Note for registration of the transfer of the Registered Note
(or the relevant part of the Registered Note) at the specified office of the Registrar or any Paying and Transfer
Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or
attorneys duly authorised in writing and (B) complete and deposit such other certifications as may be required
by the Registrar or, as the case may be, the relevant Paying and Transfer Agent; and (ii) the Registrar or, as the

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Document Outline

#2">PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
#2">PROVISIONS RELATING TO REDEMPTION
#2">GENERAL PROVISIONS APPLICABLE TO THE NOTES
#5">RESPONSIBILITY