Obligation Bk Nederlandse Gemeentes 0.01125% ( XS1418781669 ) en GBP

Bk Nederlandse Gemeentes

100 % ⇌

Pays-bas

XS1418781669 ( en GBP )

0.01125% par an ( paiement annuel )

24/05/2021 - Obligation échue

Prospectus brochure de l'obligation Bk Nederlandse Gemeenten XS1418781669 en GBP 0.01125%, échue

BK Nederlandse Gemeenten est une organisation néerlandaise qui fournit des services de conseil et de support aux municipalités néerlandaises dans divers domaines, notamment la gestion financière, les ressources humaines et les technologies de l'information.

L'obligation XS1418781669 émise par Bk Nederlandse Gemeenten aux Pays-Bas, libellée en GBP, avec un taux d'intérêt de 0,01125%, échéant le 24/05/2021 et payant des intérêts annuellement, a atteint sa maturité et a été remboursée à 100%.

BASE PROSPECTUS
BNG Bank N.V.
formerly, N.V. Bank Nederlandse Gemeenten
(Incorporated in the Netherlands with limited liability and having its statutory domicile in The Hague)
Euro 100,000,000,000
Debt issuance programme
BNG Bank N.V. (formerly, N.V. Bank Nederlandse Gemeenten) (the "Issuer" or "BNG Bank") may from
time to time offer debt instruments (the "Notes") pursuant to a programme of issuance established on 7
December 1993 (as amended) (the "Programme"). The sum of the aggregate principal amount of Notes
outstanding at any time under the Programme will not exceed Euro 100,000,000,000 (or its equivalent in
other currencies). The Programme amount may be increased from time to time subject to the preparation of
a supplemental prospectus which shall be subject to the prior approval of the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM").
The Programme has been rated AAA by S&P Global Ratings Europe Limited ("Standard & Poor's"),
AAA by Fitch Ratings Limited ("Fitch") and Aaa by Moody's France SAS ("Moody's"). Tranches (as
defined herein) of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the ratings assigned to the Programme or the Issuer. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency. The rating of a certain Series or Tranche of Notes may be
specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant
Series or Tranche of Notes will be issued by a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 of 16 September 2009 on credit rating agencies, as
amended (the "CRA Regulation") will be disclosed clearly and prominently in the Final Terms. Each of
Standard & Poor's, Fitch and Moody's is established in the European Union and registered under the CRA
Regulation as of the date of this base prospectus (the "Base Prospectus").
The Base Prospectus has been approved by the AFM, which is the Netherlands competent authority for the
purpose of Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive") and relevant
implementing measures in the Netherlands, as a base prospectus issued in compliance with the Prospectus
Directive, Commission Regulation (EC) No. 809/2004 (as amended, the "Prospectus Regulation") and
relevant implementing measures in the Netherlands for the purpose of giving information with regard to
the issue of Notes under the Programme during the period of twelve months after the date hereof.
The AFM shall notify the European Securities and Markets Authority ("ESMA"), a European Supervisory
Authority, of the approval of this Base Prospectus and any supplement hereto at the same time as such
approval is notified to the Issuer. In addition, the AFM shall provide ESMA with a copy of this Base
Prospectus and any supplement hereto.
Application may be made for Notes to be admitted to trading on Euronext in Amsterdam ("Euronext
Amsterdam"), the regulated market of Euronext Amsterdam N.V., SIX Swiss Exchange Ltd and the
regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on
the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The AFM has been requested by the Issuer to provide the Luxembourg Commission de Surveillance du
Secteur Financier (the "CSSF") with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Directive.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any U.S. state securities laws and the Notes may not be offered, sold or delivered
within the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S
("Regulation S") under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws, or
pursuant to an effective registration statement. The Notes may be offered and sold (a) in bearer form or
registered form outside the United States to non-U.S. persons in reliance on Regulation S and (b) in
registered form within the United States to persons who are "qualified institutional buyers" ("QIBs") in
reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective purchasers who are QIBs
are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further
restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus, see "Plan of
Distribution" and "Transfer Restrictions". The Notes in bearer form are subject to United States tax law
requirements.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS BASE PROSPECTUS.
This Base Prospectus must be read and construed together with any supplement hereto and with the
documents incorporated by reference herein (which can be found on the website of the Issuer,
https://www.bngbank.com/funding/issuance-programmes) and in relation to any Tranche of Notes, this
Base Prospectus should be read and construed together with the applicable Final Terms.
Arranger
RBC Capital Markets
Principal Dealers
ABN AMRO
Barclays
BofA Merrill Lynch
BNP PARIBAS
BMO Capital Markets
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
DZ BANK AG
Goldman Sachs International
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho Securities
Morgan Stanley
Natixis
NatWest Markets
Nomura
NORD/LB
Rabobank
RBC Capital Markets
Scotiabank
Société Générale Corporate & Investment TD Securities
Banking
UniCredit Bank
The date of this Base Prospectus is 23 May 2019 and it replaces the Base Prospectus dated 24 May 2018.
2

TABLE OF CONTENTS
SUMMARY ................................................................................................................................................. 4
RISK FACTORS ........................................................................................................................................ 22
IMPORTANT NOTICES ........................................................................................................................... 50
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC
AREA ......................................................................................................................................................... 54
ENFORCEMENT OF FOREIGN JUDGMENTS ...................................................................................... 60
FORWARD LOOKING STATEMENTS .................................................................................................. 61
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 62
FORMS OF NOTES .................................................................................................................................. 64
USE OF PROCEEDS ................................................................................................................................. 70
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 71
FORM OF FINAL TERMS ...................................................................................................................... 111
BNG BANK N.V. .................................................................................................................................... 140
CAPITALISATION ................................................................................................................................. 160
SELECTED FINANCIAL DATA 2018-2014 ......................................................................................... 161
OPERATING AND FINANCIAL REVIEW ........................................................................................... 163
TAXATION ............................................................................................................................................. 205
BENEFIT PLAN INVESTOR CONSIDERATIONS .............................................................................. 216
PLAN OF DISTRIBUTION ..................................................................................................................... 218
TRANSFER RESTRICTIONS ................................................................................................................ 227
GENERAL INFORMATION .................................................................................................................. 232
3

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered
in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary
for this type of securities and the Issuer. Because some Elements are not required to be addressed, there
may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be
inserted in a summary because of the type of securities and Issuer, it is possible that no relevant information
can be given regarding the Element. In this case a short description of the Element should be included in
the summary with the mention of 'Not Applicable'.
Section A Introduction and Warnings
A.1
Introduction and
This summary should be read as an introduction to the Base Prospectus.
warnings:
Any decision to invest in the Notes should be based on consideration of
the Base Prospectus as a whole by the investor including any documents
incorporated by reference. Where a claim relating to the information
contained in the Base Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the Member State, have
to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons
who have tabled the summary including any translation thereof, but only
if the summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Base Prospectus or it does not
provide, when read together with the other parts of the Base Prospectus,
key information in order to aid investors when considering whether to
invest in the Notes.
A.2
Consent to use of
Certain Tranches of Notes with a denomination of less than 100,000
the Base
(or its equivalent in any other currency) may be offered in circumstances
Prospectus:
where there is no exemption from the obligation under the Prospectus
Directive to publish a prospectus. Any such offer is referred to as a
"Non-exempt Offer".
Issue specific summary: [Not Applicable. No Non-exempt Offer of the
Notes will be made.]
[Consent: Subject to the conditions set out below, the Issuer consents to
the use of the Base Prospectus in connection with a Non-exempt Offer
of Notes in a Non-exempt Offer Jurisdiction by the Dealer[s], [ ,] [and]
[names of specific financial intermediaries listed in final terms] [and]
[each financial intermediary whose name is published on the Issuer's
website and identified as an Authorised Offeror in respect of the relevant
Non-exempt Offer] [and any financial intermediary which is authorised
to make such offers under the applicable legalisation implementing the
Directive 2004/39/EC, as amended] and publishes on its website the
following statement (with the information in square brackets completed
with the relevant information):
"We [insert legal name of financial intermediary], refer to the [insert
title of relevant Non-exempt Offer Notes] (the "Notes") described in the
Final Terms dated [insert date] (the "Final Terms") published by BNG
Bank N.V. (the "Issuer"). We hereby accept the offer by the Issuer of its
consent to our use of the Base Prospectus (as defined in the Final Terms)
in connection with the offer of the Notes in [Austria, Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, Luxembourg, the
Netherlands, Norway, Portugal, Spain, Sweden and the United
Kingdom] (the "Non-exempt Offer") in accordance and subject to the
conditions to such consent, each as specified in the Base Prospectus,
and we are using the Base Prospectus accordingly."
4

In connection with this Non-exempt Offer, the Issuer accepts
responsibility for the consent of the Base Prospectus in relation to any
investor to whom an offer of any Notes in this Non-exempt Offer is
made by any financial intermediary to whom the Issuer has given its
consent to use the Base Prospectus (an "Authorised Offeror"), provided
that such Non-exempt Offer has been made in accordance with all the
conditions as described under "Consent" above and "Conditions to
consent" below.
Offer period: The Issuer's consent referred to above is given for Non-
exempt Offers of Notes in [Austria][, ][Belgium][, ][Denmark][,
][Finland][,
][France][,
][Germany][,
][Ireland][,
][Italy][,
][Luxembourg][, ][the Netherlands][, ][Norway][, ][Portugal][,
][Spain][, ][Sweden][ and ][the United Kingdom] (the "Non-exempt
Offer Jurisdiction[s]") during the period from [ ] to [ ] (the "Offer
Period").
Conditions to consent:
The conditions to the Issuer's consent [(in addition to the conditions
referred to above)] are such that such consent (a) is only valid in respect
of the relevant Tranche of Notes; (b) is only valid during the Offer
Period; [and] (c) only extends to the use of the Base Prospectus to make
Non-exempt Offers of the relevant Tranche of Notes in Non-exempt
Offer Jurisdiction[s] [and (d) [specify any other condition applicable to
the Non-exempt Offer of the particular Tranche, as set out in the Final
Terms]].
An investor intending to acquire or acquiring Notes in a Non-
exempt Offer from an Authorised Offeror other than the Issuer will
do so, and offers and sales of such Non-exempt Offer Notes to an
investor by such Authorised Offeror will be made, in accordance
with any terms and other arrangements in place between such
Authorised Offeror and such investor including as to price,
allocations, expenses and settlement arrangements.
The Issuer will not be a party to any such arrangements with such
investors in connection with the Non-exempt Offer or sale of the
Non-exempt Offer Notes concerned and, accordingly, the Base
Prospectus and any Final Terms will not contain such information.
Each investor must look to the relevant Authorised Offeror at the
time of any such Non-exempt Offer for the provision of information
regarding the terms and conditions of the Non-exempt Offer and the
Authorised Offeror will be solely responsible for such information
(other than where such information is contained in the Base
Prospectus, as completed by the applicable Final Terms).]
Section B The Issuer
B.1
Legal and
The legal name of the Issuer is BNG Bank N.V. The commercial name
commercial name:
of the Issuer is BNG Bank.
B.2
Domicile and legal
BNG Bank is a public company with limited liability (naamloze
form, applicable
vennootschap) incorporated under the laws of the Netherlands, having
legislation and
its statutory seat at The Hague, the Netherlands. BNG Bank is registered
country of
in the trade register of the Chamber of Commerce under no. 27008387.
incorporation:
B.4b Description of any
BNG Bank's business and results of operations are affected by local and
known trends
global economic conditions, perceptions of those conditions and future
5

affecting the Issuer
economic prospects. The outlook for the global economy in the near- to
and the industries
medium-term remains uncertain due to several factors, including
in which it
geopolitical risks, concerns around global growth and price and currency
operates:
stability. Although the global economy continues to expand, weakening
financial market sentiment, the potential exit of the United Kingdom
from the European Union ("Brexit"), trade policy uncertainty and
concerns about China's outlook weigh on global economic prospects.
Financial conditions in advanced economies continue to be tightened.
Equity valuations have generally been pared back with diminished
optimism about earnings prospects based on escalating trade tensions
and expectations of slower global growth. Major central banks have also
moved to adopt a more cautious approach. While the U.S. Federal
Reserve raised the target range for the federal funds rate in December
2018, it signalled a more gradual pace of rate hikes in 2019 and 2020. In
line with earlier communications, the ECB ended its net asset purchases
in December 2018. However, it also confirmed that monetary policy
would remain amply accommodative, with no increase in policy rates
until at least the summer of 2019, and full reinvestment of maturing
securities continuing well past the first rate hike. The outlook for the
economy in the Netherlands remains relatively positive, but risks to this
outlook remain.
BNG Bank's business is impacted generally by the business and
economic environment in which it operates, which itself is impacted by
factors such as changes in interest rates, securities prices, credit and
liquidity spreads, exchange rates, consumer spending, business
investment, real estate valuations, government spending, inflation, the
volatility and strength of the capital markets and other de-stabilising
forces such as geopolitical tensions or acts of terrorism.
The introduction of, and changes to, taxes, levies or fees applicable to
BNG Bank's operations (such as the introduction of a bank levy or a 'thin
capitalisation rule' or the imposition of a financial transaction tax) has
had and may in the future have an adverse effect on its business and/or
results of operations.
Although it is difficult to predict what impact the recent regulatory
changes, developments and heightened levels of scrutiny will have on
BNG Bank, the enactment of legislation and regulations in the
Netherlands, changes in other regulatory requirements and the transition
to direct supervision by the ECB, have resulted in increased capital and
liquidity requirements, changes in the level of contributions to resolution
funds, and/or increased operating costs and have impacted, and are
expected to continue to impact, BNG Bank's business.
B.5
Description of the
The outstanding shares in the share capital of BNG Bank are held by the
Issuer's group and
Dutch State (50%), with the remainder held by more than 95% of Dutch
the Issuer's position
municipalities, 11 of the 12 Dutch provinces, and one water board.
within the group:
BNG Bank has two wholly owned subsidiaries that provide services
ancillary to the principal activity of BNG Bank of lending to the public
sector. These subsidiaries are:
BNG Gebiedsontwikkeling B.V.
Hypotheekfonds voor Overheidspersoneel B.V.
B.9
Profit forecast or
Not Applicable. BNG Bank has not made any public profit forecasts or
estimate:
profit estimates.
6

B.10 Qualifications in
Not Applicable. The audit reports with respect to BNG Bank's audited
the Auditors'
financial statements as of and for the financial years ended 31 December
report:
2018, 31 December 2017 and 31 December 2016 incorporated by
reference in the Base Prospectus are unqualified.
B.12 Selected Financial
The selected historical key financial information for BNG Bank is set
Information -
out below:
Material/Significant
Change:
2018
2017
2016
2015
2014
( millions, except percentages, per share,
funding and employee data or otherwise
specified)
Total assets
137,509 140,025 154,000 149,511 153,505
Loans and
85,034
86,008
87,576
89,366
90,732
advances
of which
77,738
77,727
79,304
80,159
81,036
granted to or
guaranteed by
public
authorities
Shareholders'
4,257
4,220
3,753
3,739
3,582
Equity1
Hybrid capital 733
733
733
424
-
Equity per
76.45
75.78
67.39
67.14
64.32
share (in
euros)1
Leverage ratio 3.8%
3.5%
3.0%
2.6%
2.0%
Common
32%
30%
26%
23%
24%
Equity Tier 1
ratio
Tier 1 ratio
38%
37%
32%
27%
24%
Net profit
337
393
369
226
126
Net profit
318
375
365
226
126
available to
shareholders
Profit
5.70
6.73
8.882
4.06
2.26
available to
shareholders
per share (in
euros)
Proposed
159
141
91
57
32
dividend
Dividend as a
50%
37.5%
25%
25%
25%
% of
consolidated
net profit
7

available to
shareholders
Dividend per
2.85
2.53
1.64
1.02
0.57
share (in
euros)
Employees (in 302
303
2922
285
278
full-time
equivalents) at
year-end
Sickness
3.3%
3.0%3
3.4%
2.9%
2.4%
absence
Funding due
1.19
1.38
1.56
0.65
0.50
to placing SRI
bonds (in
billions of
euros)
Environment
Carbon
453
515
540
511
480
dioxide
emissions
(total, in
tonnes)4
per full-
1.5
1.7
1.9
1.8
1.7
time
equivalent (in
tonnes)
1
Equity excluding hybrid capital.
2
Starting in 2016, the FTE of positions for which a 40-hour working week has
been agreed is determined on the basis of a 36-hour working week, resulting in > 1.1 FTE.
The number of FTEs consequently increases by more than seven (7).
3
The methodology used to measure sickness absence was changed in 2017. The
figures for 2017 onwards are not directly comparable with those of previous years..
4
The conversion factors for the calculation of carbon dioxide emissions were
changed in 2017. The emissions for 2016 have been recalculated on the same basis.
Accordingly, the figures for 2016 to 2018 inclusive are not directly comparable with those
of previous years.
Material/Significant Change
There has been no material adverse change in the prospects of BNG
Bank since 31 December 2018.
B.13 Recent material
Not Applicable. There are no recent events particular to BNG Bank
events particular to
which are to a material extent relevant to the evaluation of BNG Bank's
the Issuer's
solvency.
solvency:
B.14 Dependency of
BNG Bank has a number of wholly owned subsidiaries that provide
Issuer upon other
services ancillary to the principal activity of BNG Bank of lending to the
public sector.
8

entities within
group:
B.15 Principal activities
BNG Bank is a specialised lender to local and regional authorities as
of the Issuer:
well as to public-sector institutions such as utilities, housing associations
and healthcare, welfare and educational institutions, and is the largest
public-sector lender in the Netherlands and the principal bank for the
Dutch public sector in terms of loans, advances and inter-governmental
money transfers. BNG Bank also provides limited lending to public-
private partnerships.
B.16 Direct or Indirect
BNG Bank's shareholders are exclusively Dutch public authorities. The
ownership or
Dutch State's shareholding is 50%, with the remainder held by more than
control of the
95% of Dutch municipalities, 11 of the 12 Dutch provinces, and one
Issuer:
water board.
B.17 Credit ratings
The Programme has been rated AAA by Standard & Poor's, AAA by
assigned to the
Fitch and Aaa by Moody's. Tranches of Notes issued under the
Issuer or its debt
Programme may be rated or unrated. Where a tranche of Notes is rated,
securities:
such rating will not necessarily be the same as the ratings assigned to the
Programme and/or BNG Bank.
On 24 November 2015, Standard & Poor's upgraded BNG Bank's rating
from "AA+" to "AAA" with a stable outlook. On 1 February 2019,
Standard & Poor's affirmed such rating and stable outlook.
On 28 March 2019, Fitch revised BNG Bank's rating from AA+ to AAA
with a stable outlook following the finalisation of BNG Bank's
resolution strategy and confirmation by the SRB that simplified
obligations apply to BNG Bank. Fitch continues to factor in Dutch state
support for BNG Bank.
In March 2015, Moody's confirmed BNG Bank's Aaa rating and revised
its outlook to stable from negative, following Moody's final assessment
of the Bank Recovery and Resolution Directive (the "BRRD"), the
Single Resolution Mechanism regulation (Regulation 806/2014, the
"SRM Regulation") and the application of its new methodology for
banks. On 16 November 2018, Moody's affirmed such Aaa rating and
stable outlook.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.
Issue specific summary: [The Notes to be issued[have been][are
expected to be] specifically rated [specify rating(s) of Tranche being
issued] by [specify rating agency].][The Notes to be issued have not
been rated.]
Section C Securities
C.1
Type and class of
The Notes described in this summary are debt securities which may be
the Notes and
issued under the EUR 100,000,000,000 Programme.
Security
Identification
The Notes are issued in series (each a "Series") comprising one or more
Number(s):
Tranches of Notes of that Series, and each Series will be the subject of
the final terms (each the "Final Terms") prepared by or on behalf of
BNG Bank. The Notes of each Series will be intended to be
interchangeable among themselves and will all be subject to identical
terms (other than in respect of the date of issue, the issue price and the
date of first payment of interest), whether as to currency, denomination,
interest or maturity or otherwise. The Notes of each Tranche will all be
9

subject to identical terms in all respects save that a Tranche may
comprise Notes of different denominations.
The Notes may be issued in bearer form ("Bearer Notes") or in
registered form ("Registered Notes"). Bearer Notes will not be
exchangeable for Registered Notes and Registered Notes will not be
exchangeable for Bearer Notes. No single series or Tranche may
comprise both Bearer Notes and Registered Notes. Notes denominated
in Swiss francs ("Swiss Franc Notes") will be issued in bearer form and
will be represented exclusively by a Permanent Global Note and if such
Notes have a term of more than 365 days (taking into account any
unilateral right to extend or rollover), issued in compliance with the
provisions of United States Treasury Regulation §1.163-5(c)(2)(i)(C) or
any successor rules in substantially the same form as the rules in such
regulations for purposes of Section 4701 of the Internal Revenue Code
of 1986, as amended.
A Note may be a Note bearing interest on a fixed rate basis ("Fixed Rate
Note"), a Note bearing interest on a floating rate basis ("Floating Rate
Note"), a Note issued on a non-interest bearing basis ("Zero Coupon
Note"), a Note in respect of which interest is determined on another basis
("Variable Interest Rate Note"), a Note in respect of which interest is or
may be payable in one or more currencies other than the Specified
Currency in which it is denominated ("Dual Currency Interest Note"),
depending on the Interest Basis specified in the applicable Final Terms.
A Note may be a Note redeemable in installments ("Installment Note"),
a Note in respect of which principal is or may be payable in one or more
currencies other than the Specified Currency in which it is denominated
("Dual Currency Redemption Note"), depending on the
Redemption/Payment Basis specified in the applicable Final Terms.
The security identification number(s) will be specified in the applicable
Final Terms.
Issue specific summary: Type: debt instruments.
The Notes are [Fixed Rate Notes][Floating Rate Notes][Zero Coupon
Notes][Dual Currency Interest Notes][Installment Notes][Dual
Currency Redemption Notes][Variable Interest Rate Notes] and are in
[bearer/registered] form.
The Notes are issued as Series Number [specify Series No.]. The
Aggregate Nominal Amount of the Notes is [specify Aggregate Nominal
Amount].
Security Identification Number(s):
[ISIN Code: [ ]]
[Common Code: [ ]]
[CUSIP: [ ]]
C.2
Currencies:
Notes may be denominated in any currency (including, without
limitation, the Euro, the Japanese yen, the New Zealand dollar, the
British pound, the Swiss franc, the Chinese Renminbi and the United
States dollar) subject to compliance with all applicable legal or
regulatory requirements. Notes may be issued as Dual Currency Interest
Notes and Dual Currency Redemption Notes.
Issue specific summary: The Specified Currency of the Notes is
[Euro][Japanese yen][New Zealand dollar][British pound][Swiss
10