Obbligazione Adidas 4.75% ( XS0439260398 ) in EUR

Adidas

100.015 EUR ▲

Germania

XS0439260398 ( in EUR )

4.75% per anno ( pagato 1 volta l'anno)

14/07/2014 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Adidas XS0439260398 in EUR 4.75%, scaduta

1 000 EUR

500 000 000 EUR

The Obbligazione issued by Adidas ( Germany ) , in EUR, with the ISIN code XS0439260398, pays a coupon of 4.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/07/2014

Prospectus
dated July 3, 2009

adidas International Finance B.V.
(a limited liability company incorporated under the laws of The Netherlands,
having its corporate domicile in Amsterdam, The Netherlands)

l l % Notes due 2014

unconditionally and irrevocably guaranteed by
adidas AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany,
having its corporate domicile in Herzogenaurach, Federal Republic of Germany)

Issue Price: l %
adidas International Finance B.V., Amsterdam, The Netherlands (the "Issuer" or "adidas Finance") will issue on or
about July 14, 2009 (the "Issue Date") l l % Notes due 2014 (the "Notes"). The Notes will be redeemed at par on
July 14, 2014. The Notes will bear interest from and including July 14, 2009 to, but excluding, July 14, 2014 at a rate of
l % per annum, payable annually in arrear on July 14 in each year, commencing on July 14, 2010.

The Notes have the benefit of an unconditional and irrevocable guarantee (the "Guarantee") of adidas AG (the
"Guarantor").

This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5 of the Directive 2003/71/EC
of the European Parliament and the Council of November 4, 2003 (the "Prospectus Directive"). This Prospectus will be
published in electronic form together with all documents incorporated by reference on the website of the Luxembourg
Stock Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Sector
Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg
law relating to prospectuses (Loi relative aux prospectus pour valeurs mobilières), which implements Directive
2003/71/EC of the European Parliament and the Council of November 4, 2003. The Issuer has requested the CSSF to
provide the competent authority in the Federal Republic of Germany ("Germany"), the Republic of Austria and The
Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg law relating to prospectuses for securities (the "Notification").

Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and admit the Notes
to trading on the regulated market of the Luxembourg Stock Exchange, a market appearing on the list of regulated
markets issued by the E.C. pursuant to Directive 2004/39/EC of April 21, 2004 on markets in financial instruments.

The Notes are issued in bearer form with a denomination of 1,000 each.

The Notes have been assigned the following securities codes: ISIN XS0439260398, Common Code 043926039.

The final offer price and amount, the interest rate, the issue proceeds, the commissions, the yield and the expenses of
the issue will be included in the Pricing Notice (as defined in "Subscription, Sale and Offer of the Notes" below) which
will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the
Notes.

Joint Lead Managers

BNP PARIBAS

Deutsche Bank

Co-Managers

CALYON Crédit Agricole CIB

Commerzbank Corporates & Markets

DZ BANK AG

UniCredit Group (HVB)

2
RESPONSIBILITY STATEMENT
Each of the Issuer with its registered office in The Netherlands and the Guarantor with its registered
office in Germany accepts responsibility for the information contained in this Prospectus and hereby
declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains
no omission likely to affect its import.

Each of the Issuer and the Guarantor further confirms that (i) this Prospectus contains all information
with respect to the Issuer and the Guarantor as well as to the Guarantor and its subsidiaries and
affiliates taken as a whole (the "adidas Group", the "Group" or "adidas") and to the Notes and the
Guarantee which is material in the context of the issue and offering of the Notes and the Guarantee,
including all information which, according to the particular nature of the Issuer and the Guarantor and
of the Notes and the Guarantee is necessary to enable investors and their investment advisers to
make an informed assessment of the assets and liabilities, financial position, profits and losses, and
prospects of the Issuer, the Guarantor and the adidas Group and of the rights attached to the Notes
and the Guarantee; (ii) the statements contained in this Prospectus relating to the Issuer, the
Guarantor, the adidas Group, the Notes and the Guarantee are in every material particular true and
accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantor, the
adidas Group, the Notes or the Guarantee the omission of which would, in the context of the issue and
offering of the Notes, make any statement in the Prospectus misleading in any material respect; and
(iv) reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and
to verify the accuracy of all such information and statements.

NOTICE
No person is authorised to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be
relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Managers
(as defined in "Subscription, Sale and offer of the Notes"). Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer or the Guarantor or any of their affiliates since the date of this
Prospectus, or that the information herein is correct at any time since its date.

Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer and
the Guarantor, is responsible for the information contained in this Prospectus or any other document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents. The Managers have not
independently verified any such information and accept no responsibility for the accuracy thereof.

Each investor contemplating purchasing any Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and the
Guarantor. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the
Issuer, the Guarantor or the Managers to purchase any Notes. Neither this Prospectus nor any other
information supplied in connection with the Notes should be considered as a recommendation by the
Issuer, the Guarantor or the Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation.

The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions
is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer,
the Guarantor and the Managers to inform themselves about and to observe any such restrictions. In
particular, the Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to

3
certain limited exceptions, the Notes may not be offered, sold or delivered within the United States or
to U.S. persons.

IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (OR PERSONS ACTING ON
ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT BNP PARIBAS (OR
PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE ISSUER AND
60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND
RULES OF ANY RELEVANT JURISDICTION.

4

TABLE OF CONTENTS

Summary.................................................................................................................................................. 5
German Translation of the Summary..................................................................................................... 10
Risk Factors ........................................................................................................................................... 16
Use of Proceeds .................................................................................................................................... 23
General Information on the Issuer ......................................................................................................... 24
General Information on the Guarantor................................................................................................... 26
Conditions of Issue ................................................................................................................................ 46
Guarantee .............................................................................................................................................. 62
Taxation ................................................................................................................................................. 67
Subscription, Sale and Offer of the Notes ............................................................................................. 73
General Information / Incorporation by Reference ................................................................................ 77
Names and Addresses........................................................................................................................... 79

5
SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks
associated with the Issuer, the Guarantor and the Notes. This Summary should be read as an
introduction to this Prospectus. It does not purport to be complete and is taken from, and is qualified in
its entirety by, the remainder of this Prospectus. Any decision by an investor to invest in the Notes
should be based on consideration of this Prospectus as a whole. Where a claim relating to the
information contained in this Prospectus is brought before a court, the plaintiff investor might, under
the national legislation of such court, have to bear the costs of translating the Prospectus before the
legal proceedings are initiated. Civil liability attaches to the Issuer and the Guarantor who have tabled
this Summary including any translation thereof, and applied for its notification, but only if the Summary
is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.

Summary in respect of the Notes

Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this
Prospectus shall have the same meanings in this Summary.

The final offer price and amount, the interest rate, the issue proceeds, the commissions, the yield and
the expenses of the issue will be included in the Pricing Notice (as defined in "Subscription, Sale and
Offer of the Notes" below) which will be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) on or prior to the Issue Date of the Notes.

Issuer:
adidas International Finance B.V.

Guarantor:
adidas AG
Lead Managers:
BNP PARIBAS
Deutsche Bank AG, London Branch

Co-Managers:
Bayerische Hypo- und Vereinsbank AG
Commerzbank Aktiengesellschaft
CALYON
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main

Principal Paying Agent:
Deutsche Bank Aktiengesellschaft

Luxembourg Listing Agent: Deutsche Bank Luxembourg S.A.
and Paying Agent:

Principal Amount:
l

Issue Price:
l %
Issue Date:
July 14, 2009
Denomination:
The Notes will be issued in a denomination of 1,000 each.
Form of Notes:
The Notes will initially be represented by a temporary global bearer
Note (the "Temporary Global Note") without interest coupons
which will be kept in custody by a common safekeeper on behalf of
both, Clearstream Banking société anonyme, Luxembourg and
Euroclear Bank SA/NV (together, the "Clearing System"). Notes
represented by the Temporary Global Note will be exchangeable for
Notes represented by a permanent global bearer Note (the
"Permanent Global Note", and each of the Temporary Global Note
and the Permanent Global Note, a "Global Note") without interest
coupons not earlier than 40 days after the Issue Date in accordance
with the provisions set out in the Conditions of Issue. In particular

6
such exchange and any payment of interest on Notes represented
by the Temporary Global Note shall only be made upon delivery of
certifications as to non-U.S. beneficial ownership in accordance
with the rules and operating procedures of the Clearing System.
Payments on the Temporary Global Note will only be made against
presentation of such certifications. No definitive Notes or interest
coupons will be issued.
Interest:
The Notes will bear interest from and including July 14, 2009 to, but
excluding, July 14, 2014 at a rate of l % per annum, payable
annually in arrear on July 14, in each year, commencing on July 14,
2010.
Taxation:
Principal and interest shall be payable without withholding or
deduction for or on account of any present or future taxes or duties
of whatever nature imposed or levied by or on behalf of The
Netherlands or Germany or by or on behalf of any political
subdivision or authority thereof or therein having power to tax (the
"Withholding Taxes"), unless such withholding or deduction is
required by law. In such event, the Issuer will, subject to the
exceptions set out in the Conditions of Issue, pay such additional
amounts as shall be necessary in order that the net amounts
received by the Holders of the Notes after such withholding or
deduction shall equal the respective amounts of principal and
interest which would otherwise have been receivable in respect of
the Notes in the absence of such withholding or deduction.
Early
Redemption
for Early redemption of the Notes for reasons of taxation will be
Taxation Reasons:
permitted, if as a result of any change in, or amendment to, the laws
or regulations (including any amendment to, or change in, an official
interpretation or application of such laws or regulations) of The
Netherlands or Germany or any political subdivision or taxing
authority thereto or therein affecting taxation or the obligation to pay
duties of any kind, the Issuer will become obligated to pay
additional amounts on the Notes, all as more fully set out in the
Conditions of Issue.
Status of the Notes:
The obligations under the Notes constitute unsecured and
unsubordinated obligations of the Issuer ranking pari passu among
themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, unless such obligations
are accorded priority under mandatory provisions of statutory law.
Guarantee:
The Guarantor has given its unconditional and irrevocable
guarantee for the due and punctual payment of principal of, and
interest on, and any other amounts payable under the Notes.
Negative Pledge:
In the Conditions of Issue of the Notes the Issuer agrees not to
provide any security for any indebtedness of borrowed money and
in the Guarantee the Guarantor agrees not to provide any security
for any Capital Market Indebtedness.
Events of Default:
The Notes will provide for events of default entitling Holders to
demand immediate redemption of the Notes, all as more fully set
out in the Conditions of Issue.
Cross Default:
The Conditions of Issue contain a cross default clause in relation to
non-payment of indebtedness in excess of 20,000.000.
Governing Law:
The Notes and the Guarantee will be governed by German law.
Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings arising
under the Notes is Frankfurt am Main.

7
Listing and admission to Application has been made for admission to trading of the Notes on
trading:
the regulated market of the Luxembourg Stock Exchange and for
listing of the Notes on the official list of the Luxembourg Stock
Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering
materials are subject to specific restrictions. The relevant
restrictions applicable in the European Union, the United States of
America and the United Kingdom of Great Britain and Northern
Ireland are set out under "Subscription, Sale and Offer of the
Notes".
Clearance and Settlement:
The Notes will be accepted for clearing through Clearstream
Banking, société anonyme, Luxembourg and Euroclear Bank
SA/NV.
Availability of documents:
This Prospectus and the documents incorporated by reference
herein can either be found on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or are obtainable in printed form at the
address of the Paying Agent in Luxembourg, Deutsche Bank
Luxembourg S.A., 2 Boulevard Konrad Adenauer, 1115
Luxembourg, Luxembourg.

Summary in respect of the Issuer

The Issuer was incorporated on August 22, 2003 as a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands. The Issuer is a
wholly-owned subsidiary of adidas International B.V., which is an indirect wholly-owned subsidiary of
the Guarantor. The Issuer has its corporate seat in Amsterdam, The Netherlands, and its address is at
Hoogoorddreef 9a, 1101 BA Amsterdam ZO, The Netherlands. The telephone number of its registered
office is +31-(0)20-573-4500. The Issuer is registered in the trade register of the chamber of
commerce and industries for Amsterdam under file number 34194486. The Issuer acts as a finance
company for corporate activities.

The object of the Issuer, as contained in its articles of association, is to be a finance company in the
widest sense, including, but not limited to, borrowing and lending money in general, granting loans to
group companies, conducting foreign exchange transactions to manage the result of currency risks,
raising funds by means of issuance of debt instruments, entering into bank loans, issuing bonds, notes
and other debt instruments and borrowing in any other way, providing security or undertaking the
obligations of third parties, including guarantees for debts of other persons, and in general rendering
services in the fields of trade and finance, as well as participating in, taking an interest in any other
way in, and conducting the management of other business enterprises of whatever nature,
furthermore financing third parties and all activities which are incidental to or which may be conducive
to any of the foregoing.

The managing board of the Issuer currently consists of two members, Jocelyn Robiot and Ingrid
Cupers. The auditors of the Issuer are KPMG Accountants N.V., Burgemeester Rijnderslaan 10-20,
1185 MC Amstelveen, The Netherlands.

The following table sets out the key financial information about the Issuer:

Fiscal year 2008
Fiscal year 2007

( in thousands)

Total Assets ....................................................
1,150,369
1,121,101
Shareholders' Equity .......................................
6,770
4,995

8
Summary in respect of the Guarantor

adidas AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and
registered in the commercial register of the local court (Amtsgericht) of Fürth under HRB 3868. The
Guarantor's address and registered office is at Adi-Dassler-Strasse 1, 91074 Herzogenaurach,
Germany. The telephone number of its registered office is +49-(0)9132-84-0. adidas AG is the parent
company of the adidas Group. Pursuant to its articles of association, the object of adidas AG is the
production and distribution of apparel, footwear and equipment for sports and leisure as well as of
products of adjoining fields. adidas AG is entitled to all measures and business transactions which are
appropriate to promote the purpose of the company. This also includes the establishment of branches
and the acquisition and the establishment of other enterprises as well as of an interest in such
enterprises, domestically and abroad.

adidas AG, a German stock corporation, and its subsidiaries design, develop, produce and market
through wholesale and increasingly through own-retail activities a broad range of athletic and sports
lifestyle products. Its product range covers sports footwear and apparel, golf hardware and other
sports equipment and accessories. In terms of net sales, the adidas Group today is the market leader
in Europe and the world's second largest supplier. adidas Group products can be purchased in many
countries around the globe.

The adidas Group has divided its operating activities by major brands into three segments: adidas,
Reebok and TaylorMade-adidas Golf.

adidas branded products include footwear, apparel and hardware, such as bags and balls. The
products are designed and developed by adidas and are almost exclusively manufactured by
subcontractors on behalf of adidas.

Reebok branded products include footwear, apparel and hardware, such as bags and balls. The
products are designed and developed by Reebok and are almost exclusively manufactured by
subcontractors on behalf of Reebok.

TaylorMade designs, develops and assembles or manufactures high-quality golf clubs, balls and
accessories. adidas Golf branded products include footwear, apparel and accessories.

As of December 31, 2008 the adidas Group employs more than 38,000 people worldwide with 52 % of
them working in Europe. It has 190 subsidiaries worldwide. The sales and distribution unit is divided
into four regions: Europe/Middle East/Africa, North America, Asia/Pacific and Latin America.

adidas Group net sales for the fiscal year 2008 amounted to 10.799 billion and were regional y
divided as follows: Europe 43 %, Asia 25 %, North America 24 % and Latin America 8 %.

The vast majority of adidas Group products are produced by independent manufacturers based on the
design and technical specifications provided by the Group. Only a minimum of products is
manufactured or, such as TaylorMade golf clubs, assembled by the Group itself. The Group distributes
its products primarily to wholesale customers such as specialist sports stores, general sports stores,
shoe stores, department stores and mono-branded franchise stores (in particular in Asia). In addition,
own-retail stores have become an increasingly important distribution channel over recent years.

The current members of the Guarantor's Executive Board are Herbert Hainer (Chairman), Glenn
Bennett, Robin J. Stalker and Erich Stamminger.

The auditors of the Guarantor are KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

The following table sets out the key financial information about the adidas Group:

9

Fiscal year 2008
Fiscal year 2007

( in millions)
Net Sales.........................................................
10,799
10,299
EBITDA ...........................................................
1,277
1,165
Operating profit................................................
1,070
949
Total assets.....................................................
9,533
8,325
Shareholders' Equity .......................................
3,386
3,023

Summary in respect of Risk Factors

The Issuer

The Issuer is a funding vehicle that raises money through the issue of bonds or notes and on-lends it
to the Guarantor. In the future the Issuer may raise further funds to on-lend monies to companies
within the adidas Group. In the event that, in the future, the Guarantor or any other group company
fails to make a payment under an intra-group loan granted to them by the Issuer, the Issuer may not
be able to meet its obligations under the Notes.

The Guarantor

The business of the adidas Group involves the following primary risks: macroeconomic risks, risks
from economic and seasonal trends, risks arising because of intense competition in the sporting goods
industry and retail consolidation, risks because of changes in consumer preferences, risks in relation
to the amount of marketing expenditures, changing customer ordering habits, supplier risks, effects of
local working conditions on brand image, currency fluctuation risks, financing and liquidity risks,
intellectual property protection risks, in particular against product piracy, risks in connection with legal
matters, portfolio integration risks, risks from loss of brand image, own-retail risks, risks from rising
input costs, customer risks and product design and development risks.

The Notes

An investment in the Notes involves certain risks associated with the characteristics, specification and
type of the Notes which could lead to substantial losses that Holders would have to bear in the case of
selling their Notes or with regard to receiving interest payments and repayment of principal. Risks
regarding the Notes comprise, inter alia, the following risks: Risk that the Notes may not be a suitable
investment for a particular investor, Liquidity Risks, Risk of Early Redemption, Market Price Risk; Risk
that the market value of the Notes could decrease if the creditworthiness of the adidas Group worsens,
Currency risk and the risk that the price of the Notes decreases as a result of changes in the market
interest rate.

10
GERMAN TRANSLATION OF THE SUMMARY
ZUSAMMENFASSUNG
Der folgende Abschnitt stellt die Zusammenfassung (die "Zusammenfassung") der wesentlichen
Merkmale und Risiken der Emittentin, der Garantin und der Schuldverschreibungen dar. Die
Zusammenfassung ist als Einleitung zu diesem Prospekt zu verstehen. Sie ist keine vollständige
Darstellung und im Zusammenhang mit dem Prospekt zu lesen. Der Anleger sollte jede Entscheidung
zur Anlage in die Schuldverschreibungen auf die Prüfung des gesamten Prospekts stützen. Für den
Fall, dass vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthaltenen Informationen
geltend gemacht werden, könnte der klagende Anleger in Anwendung einzelstaatlicher
Rechtsvorschriften die Kosten für die Übersetzung des Prospekts vor Prozessbeginn zu tragen haben.
Die Emittentin und die Garantin, die diese Zusammenfassung einschließlich jede Übersetzung davon
vorgelegt und deren Notifizierung beantragt haben, können haftbar gemacht werden, jedoch nur für
den Fall, dass die Zusammenfassung irreführend, unrichtig oder widersprüchlich ist, wenn sie
zusammen mit anderen Teilen des Prospekts gelesen wird.

Zusammenfassung in Bezug auf die Schuldverschreibungen

Worte und Begriffe, die in den an anderer Stelle in dem Prospekt wiedergegebenen
Anleihebedingungen definiert sind, haben in der Zusammenfassung dieselbe Bedeutung.

Der endgültige Ausgabepreis, der Zinssatz, die Kommissionen, die Rendite und die Kosten der
Emission werden in der Pricing Notice enthalten sein (definiert unten in "Subscription, Sale and Offer
of the Notes"), die auf der Internetseite der Luxemburger Wertpapierbörse (www.bourse.lu) am oder
vor dem Tag der Begebung der Schuldverschreibungen veröffentlicht wird.

Emittentin:

adidas International Finance B.V.

Garantin:

adidas AG

Konsortialführer:

BNP PARIBAS

Deutsche Bank AG, London Branch

Konsortialbanken:

Bayerische Hypo- und Vereinsbank AG

Commerzbank Aktiengesellschaft

CALYON

DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main

Hauptzahlstelle:

Deutsche Bank Aktiengesellschaft

Luxemburger Listing-

Deutsche Bank Luxembourg S.A.
und Zahlstelle:

Nennbetrag:

Ausgabepreis:

%

Tag der Begebung:

14. Juli 2009

Stückelung:
Die Schuldverschreibungen werden im Nennbetrag von je
1.000 begeben

Form der Schuldverschreibungen:
Die Schuldverschreibungen werden anfänglich durch eine
vorläufige
Inhaber-Globalurkunde
(die
"vorläufige
Globalurkunde") ohne Zinsscheine verbrieft, welche bei
einem common safekeeper im Namen von sowohl
Clearstream Banking, société anonyme, Luxemburg als auch