Obligation Accordé 4.125% ( FR0012005924 ) en EUR

Société émettrice Accordé
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  FR0012005924 ( en EUR )
Coupon 4.125% par an ( paiement annuel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation ACCOR FR0012005924 en EUR 4.125%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 900 000 000 EUR
Description détaillée Accor est un groupe hôtelier multinational français opérant une vaste gamme d'hôtels, de resorts et de résidences, à travers plusieurs marques et segments de marché.

L'Obligation émise par Accordé ( France ) , en EUR, avec le code ISIN FR0012005924, paye un coupon de 4.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle








PROSPECTUS DATED 26 JUNE 2014

Accor
(a société anonyme incorporated in France)

900,000,000 Undated 6 Year Non-Call Deeply Subordinated Fixed to Reset Rate Bonds
(the "Bonds")
Issue Price: 99.350 per cent


The Bonds of Accor (the "Issuer") will be issued outside the Republic of France for the purpose of Article L.228-90 of the French
Code de commerce.
The Bonds will bear interest (i) from (and including) 30 June 2014 (the "Issue Date"), to (but excluding) 30 June 2020 (the "First
Step-Up Date"), at a fixed rate of 4.125 per cent. per annum, payable annually in arrear on 30 June in each year with the first interest
payment date on 30 June 2015, and (ii) thereafter in respect of each successive five year period, the first successive five year period
commencing on (and including) the First Step-Up Date, at a reset rate calculated on the basis of the mid swap rates for Euro swap
transactions with a maturity of five years plus a margin, payable annually in arrear on or about 30 June in each year with the first such
interest payment date on 30 June 2021 as further described in "Terms and Conditions of the Bonds - Interest ­ General".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and Conditions of the Bonds -
Interest - Interest Deferral".
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to redeem the
Bonds in whole, but not in part, on the First Step-Up Date, on the Reset Date falling on 30 June 2025 or on any Interest Payment Date
thereafter, as defined and further described in "Terms and Conditions of the Bonds - Redemption - Optional Redemption".
The Issuer may, or shall in certain circumstances, also redeem the Bonds upon the occurrence of a Gross-Up Event, a Withholding
Tax Event, a Tax Deduction Event, an Accounting Event, an Equity Credit Rating Event, a Substantial Repurchase Event or a Change
of Control Call Event, as further described in "Terms and Conditions of the Bonds ­ Redemption and Purchase".
Payments of principal and interest on the Bonds will be made without deduction for or on account of taxes of the Republic of France,
unless required by law (See "Terms and Conditions of the Bonds-- Taxation").
The Bonds will, upon issue on 30 June 2014, be inscribed (inscription en compte) in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title") including
Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream,
Luxembourg").
The Bonds will be in dematerialised bearer form (au porteur) in the denomination of 100,000. The Bonds will at all times be
represented in book entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the
French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of
the French Code monétaire et financier) will be issued in respect of the Bonds.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended (the "Luxembourg Prospectus
Act"), for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the
"Prospectus Directive"). Application has also been made to the Luxembourg Stock Exchange for the Bonds to be listed on the official
list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on the Luxembourg Stock Exchange's regulated
market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council on markets in financial instruments. Pursuant to Article 7(7) of the Luxembourg Prospectus
Act, by approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the Bonds to be
issued hereunder and the quality or solvency of the Issuer.
The Bonds are expected to be rated BB by Standard & Poor's Ratings Services ("S&P") and a rating of BB by Fitch Ratings Ltd.
("Fitch"). The Issuer's long-term senior unsecured debt is rated BBB- by S&P and BBB- by Fitch. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning
rating agency. Each of S&P and Fitch is established in the European Union and is registered under Regulation (EC) No 1060/2009 as
amended (the "CRA Regulation") and is included in the list of registered credit rating agencies published on the website of the
European Securities and Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
64441-6-7495-v14.0

36-40575984




Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.
Structuring Advisors, Global Coordinators, Joint Bookrunners and Joint Lead Managers
BARCLAYS
BNP PARIBAS
CITIGROUP


Joint Bookrunners and Joint Lead Managers
BANCA IMI
BOFA MERRILL LYNCH
HSBC
MITSUBISHI UFJ SECURITIES
SANTANDER GLOBAL BANKING & MARKETS
SOCIETE GENERALE CORPORATE &
INVESTMENT BANKING
UBS INVESTMENT BANK




64441-6-7495-v14.0
- 2-
36-40575984




This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive, and has
been prepared for the purpose of giving information with regard to Accor (the "Issuer"), the Issuer and its
subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position and profit and
losses of the Issuer.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. The Bonds have not been and
will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").
Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to
the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")). For a description of certain restrictions on offers and sales of Bonds and on distribution
of this Prospectus, see "Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for
the content of this Prospectus or for any other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information contained in this Prospectus in
connection with the Issuer. None of the Joint Lead Managers makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus in connection with the Issuer. Neither this Prospectus nor any other financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer and the Joint Lead Managers that any recipient of this Prospectus or
any other financial statements should purchase the Bonds. Each potential purchaser of Bonds should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Bonds
should be based upon such investigation as it deems necessary. None of the Joint Lead Managers
undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Joint Lead Managers.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "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.
64441-6-7495-v14.0
- 3-
36-40575984




In connection with the issue of the Bonds, BNP Paribas (the "Stabilising Manager") (or any person acting
on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting
the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilising Manager (or any person acting on behalf of the 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 Bonds is made and, if begun, may be ended at any time,
but it must end no later than the earlier of thirty (30) days after the Issue Date and sixty (60) days after the
date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager (or any person acting on behalf of the Stabilising Manager) to the extent and
in accordance with all applicable laws and regulations.

64441-6-7495-v14.0
- 4-
36-40575984




TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE BONDS ...................................................................................... 6
RISK FACTORS .................................................................................................................................. 14
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 24
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............... 27
TERMS AND CONDITIONS OF THE BONDS ................................................................................. 28
USE OF PROCEEDS ........................................................................................................................... 45
RECENT DEVELOPMENTS .............................................................................................................. 46
TAXATION .......................................................................................................................................... 56
SUBSCRIPTION AND SALE ............................................................................................................. 60
GENERAL INFORMATION ............................................................................................................... 63



64441-6-7495-v14.0
- 5-
36-40575984




GENERAL DESCRIPTION OF THE BONDS

This overview is a general description of the Bonds and is qualified in its entirety by the remainder of this
Prospectus. For a more complete description of the Bonds, including definitions of capitalised terms used
but not defined in this section, please see "Terms and Conditions of the Bonds".
Issuer
Accor
Securities
900,000,000 Undated 6 Year Non-Call Deeply Subordinated Fixed to Reset
Rate Bonds (the "Bonds").
Maturity
Undated.
Form and
The Bonds will be issued in dematerialised bearer form (au porteur) and in the
Denomination
denomination of 100,000.
Issue Date
30 June 2014.
Status/Ranking
The Bonds (which constitute obligations) are deeply subordinated bonds. The
subordination provisions of the Bonds are governed by the provisions of Article
L. 228-97 of the French Code de Commerce. The obligations of the Issuer under
the Bonds in respect of principal, interest and other amounts (including for the
avoidance of doubt, any Arrears of Interest (as defined below)) constitute direct,
unconditional, unsecured and deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer and rank and will rank pari passu
among themselves and pari passu with all other present and future Parity
Securities (as defined below) of the Issuer, but shall be subordinated to present
and future prêts participatifs granted to the Issuer and to Ordinary Subordinated
Obligations (as defined below) and Unsubordinated Obligations (as defined
below) of the Issuer. The Bonds shall rank in priority to any Junior Securities (as
defined below).

"Junior Securities" means (a) the ordinary shares (actions ordinaires) of the
Issuer and (b) any other class of the Issuer's share capital (including preference
shares (actions de préférence)).

"Ordinary Subordinated Obligations" means obligations, whether in the form
of bonds or otherwise, which constitute direct, unconditional, unsecured and
subordinated obligations of the Issuer and rank and will rank or are expressed to
rank pari passu among themselves and pari passu with all other present or future
ordinary subordinated obligations, behind Unsubordinated Obligations but in
priority to prêts participatifs, if any, and deeply subordinated obligations.

"Parity Securities" means (i) any securities or other similar instruments issued
by the Issuer which rank, or are expressed to rank, pari passu with the Issuer's
obligations under the Bonds and (ii) any securities or other similar instruments
issued by a Subsidiary of the Issuer which have the benefit of a guarantee from
the Issuer (or similar instrument from the Issuer), which rank or are expressed to
rank pari passu with the Issuer's obligations under the Bonds.

"Unsubordinated Obligations" means obligations, whether in the form of bonds
or otherwise, which constitute direct, unconditional and unsubordinated
obligations of the Issuer and rank and will rank pari passu without preference or
priority among themselves and (save for certain obligations required to be
preferred by French law) pari passu with all other present or future
unsubordinated obligations of the Issuer.
64441-6-7495-v14.0
- 6-
36-40575984





"Subsidiary" means any entity controlled by the Issuer within the meaning of
Article L.233-3 of the French Code de commerce.
Interest
Unless previously redeemed in accordance with Condition 5 and subject to the
further provisions of Condition 4 (in particular, but not limited to Condition 4.6),
the Bonds shall bear interest on their principal amount:

(i)
from and including the Issue Date to, but excluding, 30 June 2020 (the
"First Step-up Date"), at an interest rate per annum of 4.125 per cent (the
"Fixed Interest Rate"), payable annually in arrear on 30 June of each year,
commencing on 30 June 2015 and ending on the First Step-up Date;

(ii)
from and including the First Step-up Date to, but excluding, 30 June 2040
(the "Second Step-up Date"), at an interest rate per annum which will be subject
to a reset every five years and shall be equal to the sum of the Reference Rate of
the relevant Reset Period and the First Step-up Margin (the "First Step-up
Interest Rate"), payable annually in arrear on 30 June of each year, commencing
on 30 June 2021 and ending on the Second Step-up Date; and

(iii)
from and including the Second Step-up Date, at an interest rate per annum
which will be subject to a reset every five years and shall be equal to the sum of
the Reference Rate of the relevant Reset Period and the Second Step-up Margin
(the "Second Step-up Interest Rate"), payable annually in arrear on 30 June of
each year, commencing on 30 June 2041;

where the "First Step-up Margin" shall be of 3.652 per cent. per annum and the
"Second Step-up Margin" shall be of 6.402 per cent. per annum, in each case
subject to Condition 4.2.

Each Interest Amount shall be payable annually in arrear on 30 June of each
year, commencing on 30 June 2015 (each an "Interest Payment Date").

"Interest Rate" means any of the Fixed Interest Rate, First Step-up Interest Rate
or Second Step-up Interest Rate, as applicable.
"Reset Period" means each period from (and including) a Reset Date to (but
excluding) (i) with respect to a Reset Period other than the last Reset Period, the
next succeeding Reset Date, and (ii) with respect to the last Reset Period, the date
on which the Bonds are finally redeemed.

"Reset Date" means the First Step-up Date and every fifth Interest Payment
Date, thereafter.

"Reference Rate" means the 5 year mid-swap rate in euros determined by the
Calculation Agent on the calendar day falling two (2) Business Days prior to the
first day of the relevant Reset Period (each a "Reset Interest Determination
Date").
Rate of Interest
Further to the occurrence of a Change of Control Call Event (as defined below),
following a Change of (i) if the Call Event Notice (as defined below) specifies that the Issuer has elected
Control
not to exercise the Change of Control Call Option, the interest rate payable on the
Bonds will be increased by an additional margin of 5 per cent, per annum which
is applicable retroactively as from the date which is the later of (x) the
immediately preceding Interest Payment Date and (y) the date of the Change of
Control Call Event, to, but excluding, the redemption of the Bonds or (ii) if the
Call Event Notice specifies that the Issuer has elected to exercise the Change of
Control Call Option, the interest rate payable on the Bonds will be increased by
an additional margin of 5 per cent, per annum from and including the date of the
Call Event Notice to, but excluding, the redemption of the Bonds.
64441-6-7495-v14.0
- 7-
36-40575984




Interest Deferral
Optional Interest Payment

The Issuer may, at any time and at its sole discretion, by giving notice to the
Bondholders, elect to defer all of the payment of interest accrued on the Bonds in
respect of any Interest Period. If the Issuer makes such an election, the Issuer
shall have no obligation to make such payment and any such non-payment of
interest shall not constitute a default of the Issuer or any other breach of
obligations under the Bonds.

Any interest in respect of the Bonds which has not been paid at the election of the
Issuer in accordance with this paragraph will be deferred and shall constitute
"Arrears of Interest" and shall be payable as outlined below.

Payment of Arrears of Interest

Arrears of Interest (together with any Additional Interest Amount (as defined
below)) may at the option of the Issuer be paid in whole, but not in part, at any
time, provided that all Arrears of Interest (together with the corresponding
Additional Interest Amounts) in respect of all Bonds for the time being
outstanding shall become due and payable in full on whichever is the earliest of:

(i)
ten (10) Business Days following the date on which a Mandatory Arrears
of Interest Settlement Event occurs;

(ii)
the next scheduled Interest Payment Date in respect of which the Issuer
does not elect to defer interest accrued in respect of the relevant Interest
Period;

(iii)
the date on which the Bonds are redeemed; or

(iv)
the date upon which a judgment is made for the voluntary or judicial
liquidation of the Issuer ("liquidation judiciaire or "liquidation
amiable") as contemplated under Condition 8 or the sale of the whole of
the business ("cession totale de l'entreprise") of the Issuer or if the Issuer
is liquidated for any other reason.

Each amount of Arrears of Interest shall bear interest, in accordance with Article
1154 of the French Code civil, as if it constituted the principal of the Bonds at a
rate which corresponds to the rate of interest from time to time applicable to the
Bonds (the "Arrears Interest Rate") and the amount of such interest (the
"Additional Interest Amount") with respect to Arrears of Interest shall be due
and payable pursuant to this paragraph and shall be calculated by the Calculation
Agent applying the Arrears Interest Rate to the amount of the Arrears of Interest
and otherwise mutatis mutandis as provided in the Conditions.

The Additional Interest Amount accrued up to any Interest Payment Date shall be
added in accordance with Article 1154 of the French Code civil to the amount of
Arrears of Interest remaining unpaid on such Interest Payment Date so that it will
itself become Arrears of Interest for the purpose only of calculating the
Additional Interest Amount accruing thereafter.

For the purpose hereof:

A "Mandatory Arrears of Interest Settlement Event" means that:

(i)
a dividend (either interim or final), or any other distribution or payment
was validly resolved on, declared, paid or made in respect of any Junior
Securities or Parity Securities, except where such dividend, distribution or
payment was contractually required to be declared, paid or made under the terms
of such Junior Securities or Parity Securities, or

(ii)
the Issuer, or any Subsidiary of the Issuer, has repurchased, purchased,
redeemed, or otherwise acquired any Junior Securities, except where (x) such
repurchase, purchase, redemption or acquisition was undertaken in connection
with the satisfaction by the Issuer or any Subsidiary of the Issuer of its respective
obligations under any share buyback programme in force and duly approved by
64441-6-7495-v14.0
- 8-
36-40575984




its shareholder's general meeting or any stock option plan or free share allocation
plan reserved for directors, officers, and/or employees of the Issuer's group, any
existing or future liquidity agreement (contrat de liquidité) or any associated
hedging transaction or (y) such repurchase, purchase, redemption or acquisition
is contractually required to be made under the terms of such Junior Securities; or

(iii)
the Issuer, or any Subsidiary of the Issuer, has repurchased, purchased,
redeemed, or otherwise acquired any Parity Securities or any Bonds, except
where (x) such repurchase, purchase, redemption or acquisition is contractually
required to be made under the terms of such Parity Securities or (y) such
repurchase, purchase, redemption or acquisition is effected as a public tender
offer or public exchange offer at a purchase price per security which is below its
par value.
Taxation
All payments in respect of the Bonds by or on behalf of the Issuer shall be made
free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within France or any authority thereof or
therein having power to tax unless such withholding or deduction is required by
law, subject as specified in Condition 7.
Additional Amounts
If French law should require that payments of principal or interest made by the
Issuer in respect of any Bond be subject to deduction or withholding in respect of
any present or future taxes or duties whatsoever levied by the Republic of France,
the Issuer will, to the fullest extent then permitted by law, pay such additional
amounts ("Additional Amounts") as shall result in receipt by the Bondholders of
such amounts as would have been received by them had no such withholding or
deduction been required, except that no such Additional Amounts shall be
payable with respect to any Bond in certain circumstances as more fully
described in the Conditions.
Final Redemption
Subject to any early redemption described below, the Bonds are undated
securities with no specified maturity date.
Optional Redemption
The Issuer will have the right to redeem all of the Bonds (but not some only) on
at the option of the
the First Step-up Date, the Reset Date falling on 30 June 2025 and on any Interest
Issuer
Payment Date thereafter and, subject to having given not more than sixty (60) nor
less than thirty (30), calendar days' prior notice to the Bondholders (which notice
shall be irrevocable). Such early redemption of the Bonds will be made at their
principal amount together with any accrued interest and Arrears of Interest
(including any Additional Interest Amounts thereon).
Early Redemption
If by reason of a change in French law or regulation, or any change in the official
following a Gross-Up
application or interpretation of such law, becoming effective after the Issue Date,
Event or Withholding the Issuer would on the occasion of the next payment due in respect of the Bonds,
Tax Event
not be able to make such payment without having to pay Additional Amounts (a
"Gross-Up Event"), the Issuer may, at its option, at any time, redeem all of the
Bonds (but not some only) at their principal amount together with any accrued
interest to the date set for redemption and any Arrears of Interest (including any
Additional Interest Amounts thereon) provided that the due date for redemption
of which notice hereunder may be given shall be no earlier than the latest
practicable Interest Payment Date on which the Issuer could make payment of
principal and interest without withholding for French taxes.

If the Issuer would on the occasion of the next payment in respect of the Bonds
be prevented by French law from making payment to the Bondholders of the full
amount then due and payable, notwithstanding the undertaking to pay Additional
Amounts (a "Withholding Tax Event"), then the Issuer shall forthwith give
notice of such fact to the Fiscal Agent and the Issuer shall redeem all of the
Bonds (but not some only) at their principal amount together with any accrued
interest to the date set for redemption and any Arrears of Interest (including any
Additional Interest Amounts thereon) on the latest practicable date on which the
64441-6-7495-v14.0
- 9-
36-40575984




Issuer could make payment of the full amount payable in respect of the Bonds
without withholding for French taxes, or, if such date is passed, as soon as
practicable thereafter.
Early Redemption
If an opinion of a recognised law firm of international standing has been
following a Tax
delivered to the Issuer and the Fiscal Agent, stating that by reason of a change in
Deduction Event
French law or regulation, or any change in the official application or
interpretation of such law, becoming effective after the Issue Date, the tax regime
of any payments under the Bonds is modified and such modification results in the
part of the interest payable by the Issuer in respect of the Bonds that is
tax-deductible being reduced (a "Tax Deduction Event"), the Issuer may, at its
option, at any time redeem all of the Bonds (but not some only) at (i) 101 per
cent. of their principal amount where such redemption occurs before the First
Step-up Date, or (ii) their principal amount, in each case together with any
accrued interest and any Arrears of Interest (including any Additional Interest
Amounts thereon) where such redemption occurs on or after the First Step-up
Date, provided that the effective date of redemption of which notice hereunder
may be given shall be no earlier than the latest practicable date preceding the
effective date on which the tax regime of interest payments under the Bonds is
modified.
Early Redemption
If an Accounting Event shall occur after the Issue Date, the Issuer may, at its
following an
option, redeem all the Bonds (but not some only) at any time, at (i) 101 per cent.
Accounting Event
of their principal amount where such redemption occurs before the First Step-up
Date, or (ii) their principal amount, in each case together with any accrued
interest and any Arrears of Interest (including any Additional Interest Amounts
thereon) where such redemption occurs on or after the First Step-up Date,
provided that the due date for redemption of which notice hereunder may be
given shall be no earlier than the last day before the date on which the proceeds
of the Bonds must not or must no longer be recorded as "equity" pursuant to
IFRS (as defined below) or any other accounting standards that may replace
IFRS for the purposes of the annual consolidated financial statements of the
Issuer.

"Accounting Event" means that an opinion of a recognised accountancy firm of
international standing has been delivered to the Issuer and the Fiscal Agent,
stating that, as a result of a change in the accounting rules or methodology
effective after the Issue Date, the funds raised through the issue of the Bonds
must not or must no longer be recorded as "equity" pursuant to the International
Financial Reporting Standards ("IFRS") or any other accounting standards that
may replace IFRS for the purposes of the annual or the semi-annual consolidated
financial statements of the Issuer.
Early Redemption
If an Equity Credit Rating Event has occurred, then the Issuer may redeem all,
following an Equity
but not some only, of the Bonds at any time, at (i) 101 per cent. of their principal
Credit Rating Event
amount where such redemption occurs before the First Step-up Date, or (ii) their
principal amount where such redemption occurs on or after the First Step-up
Date, in each case together with any accrued interest and any Arrears of Interest
(including any Additional Interest Amounts thereon), provided that the due date
for redemption of which notice hereunder may be given shall be no earlier than
the last calendar day before the date on which the Bonds are assigned a level of
equity credit that is lower than the level or equivalent level of equity credit
assigned to the Bonds by the relevant Rating Agency on the Issue Date, or if such
equity credit was not assigned on the Issue Date, at the date when the equity
credit was assigned for the first time.

For the purpose hereof:

"Equity Credit Rating Event" means that the Issuer has received written
confirmation from any Rating Agency from whom the Issuer is assigned solicited
ratings either directly or via a publication by such agency, that an amendment,
clarification or change has occurred in the equity credit criteria of such Rating
Agency effective after the Issue Date (or effective after the date when the equity
64441-6-7495-v14.0
- 10-
36-40575984