Obligation AG Insurance 6.75% ( BE6251340780 ) en USD

AG Insurance

100 % ⇌

Belgique

BE6251340780 ( en USD )

6.75% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation AG Insurance BE6251340780 en USD 6.75%, échéance Perpétuelle

21/03/2025 ( Dans 142 jours )

L'Obligation émise par AG Insurance ( Belgique ) , en USD, avec le code ISIN BE6251340780, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 19 March 2013
AG Insurance SA/NV
(incorporated in Belgium with limited liability)
U.S.$550,000,000
6.75 per cent. Fixed Rate Reset Perpetual Subordinated Notes
Issue Price: 100 per cent.
The U.S.$550,000,000 6.75 per cent. Fixed Rate Reset Perpetual Subordinated Notes (the "Notes") will be issued by AG Insurance SA/NV ("AG Insurance" or the "Issuer"). The Notes will
bear interest from (and including) 21 March 2013 (the "Closing Date") to (but excluding) the First Call Date (as defined below) at a rate of 6.75 per cent. per annum, and thereafter at a reset
fixed rate of interest, which will be reset on the First Call Date and on each sixth anniversary of the First Call Date. Interest on the Notes is payable semi-annually in arrear on 21 March and 21
September in each year, the first payment being on 21 September 2013, subject to deferral as described below. The terms and conditions of the Notes (the "Conditions", and references herein to
a numbered Condition shall be construed accordingly) provide that the Issuer must pay interest in certain specified circumstances, must defer payment of interest in certain other specified
circumstances and, if none of the foregoing circumstances apply, may elect to defer any interest payment at its sole discretion, all as described in Condition 5. Any deferred interest payments,
together with interest thereon, shall, for so long as the same remain unpaid, constitute "Arrears of Interest". Subject to certain exceptions, the Issuer may pay Arrears of Interest at any time and
must pay such Arrears of Interest in certain circumstances described in Condition 5.
The Notes have no fixed redemption date and the holders of the Notes have no right to require the Issuer to redeem the Notes. The Notes may be redeemed at the option of the Issuer in whole
but not in part on 21 March 2019 (the "First Call Date") or on any Interest Payment Date thereafter at their principal amount, together with Arrears of Interest (if any) and any other accrued but
unpaid interest up to (but excluding) the redemption date. If a Deductibility Event, Gross-up Event or Regulatory Event occurs, the Issuer may also elect to redeem the Notes in whole but not in
part at their principal amount, in each case together with Arrears of Interest (if any) and any other accrued but unpaid interest up to (but excluding) the redemption date, all as more fully
described in Condition 6. The Issuer shall be required to defer redemption of the Notes in certain circumstances as set out in Condition 6.
The Notes constitute direct, unsecured and subordinated obligations of the Issuer and, in the event of a Winding-up, claims in respect thereof will rank (i) behind claims in respect of (a) any
unsubordinated indebtedness and payment obligations of the Issuer (including, without limitation, the claims of policyholders of the Issuer) and (b) any dated subordinated indebtedness and
payment obligations of the Issuer, (ii) pari passu and without any preference among themselves, (iii) at least equally and rateably with claims in respect of any other existing or future direct,
unsecured and undated subordinated indebtedness and payment obligations of the Issuer (other than obligations in respect of Junior Securities) and (iv) in priority to the claims of Junior
Creditors (as such terms are defined in the Conditions). In the event of a Winding-up, no payments will be made under the Notes until the claims of such holders of unsubordinated and more
senior, subordinated indebtedness and payment obligations shall first have been satisfied in full.
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 (the "Luxembourg Prospectus Law"), for the approval of this Prospectus (the "Prospectus") for the purposes of Directive 2003/71/EC, as amended (the
"Prospectus Directive"). This approval cannot be considered as a judgment on, or as any comment on, the merits of the transaction, nor on the situation of the Issuer and the CSSF gives no
undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer, in line with the provisions of Article 7 (7) of the Luxembourg Prospectus
Law. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange (the "Official List") and
to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes
have been admitted to listing on 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.
The Notes will be issued in denominations of U.S.$200,000 in dematerialised form under the Belgian Code of Companies (Code des Sociétés/Wetboek van Vennootschappen) (the "Belgian
Code of Companies") and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by
the National Bank of Belgium (the "NBB") or any successor thereto (the "X/N Clearing System" or "NBB System"). Access to the X/N Clearing System is available through those of its
participants whose membership extends to securities such as the Notes. X/N Clearing System participants include certain banks, stockbrokers (sociétés de bourse/beursvennootschappen),
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). Accordingly, the Notes will be eligible to clear through, and
therefore accepted by, Euroclear and Clearstream, Luxembourg and investors can hold their Notes within securities accounts in Euroclear and Clearstream, Luxembourg.
Notes may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax ("Eligible
Investors") holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the X/N Clearing System operated by
the NBB.
The Notes are expected to be rated BBB by Standard & Poor's Credit Market Services France SAS ("S&P") and BBB+ by Fitch France SAS ("Fitch"). S&P and Fitch are established in the
European Economic Area (the "EEA") and registered under the Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the "CRA Regulation") and are included in the list of
registered credit rating agencies published by European Securities and Markets Authority ("ESMA") on its website in accordance with CRA Regulation (the information contained on that
website does not form part of this Prospectus). A 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.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
STRUCTURING AGENTS TO THE ISSUER AND JOINT BOOKRUNNERS
J.P. Morgan
UBS Investment Bank
JOINT BOOKRUNNERS
HSBC
BNP PARIBAS
i

IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
(the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer and its
subsidiaries taken as a whole (the "Group") and the Notes which, according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Prospectus.
To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such
is the case), the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Bookrunners (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Bookrunners to inform themselves about and to observe any such restrictions. For a description of further
restrictions on offers and sales of Notes and distribution of this Prospectus, see "Subscription and Sale"
below.
No person is or has been 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 Bookrunners.
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 Notes 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. The Joint
Bookrunners expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Notes or to advise any investor in the Notes of any information coming to their attention.
The Joint Bookrunners have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
(whether fiduciary, in tort or otherwise) is accepted by the Joint Bookrunners as to the accuracy or
completeness of the information contained or incorporated in this Prospectus or any other information
provided by the Issuer in connection with the Notes. The Joint Bookrunners accept no liability in relation to
the information contained in this Prospectus or any other information provided by the Issuer in connection
with the Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to provide
the basis of any credit or other evaluation or should be considered as a recommendation by the Issuer or the
Joint Bookrunners that any recipient of this Prospectus or any other information supplied in connection with
the Notes should purchase any Notes. 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. Neither this Prospectus nor any other information supplied in connection with the Notes
ii

constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to
subscribe for, or to purchase, any Notes.
References in this Section "Important Information" to a "Joint Bookrunner" shall, in the case of Joint
Bookrunners who are also Structuring Agents to the Issuer, include such entities in their capacities as both
Joint Bookrunners and Structuring Agents to the Issuer.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to U.S. persons.
This Prospectus contains various amounts and percentages which have been rounded and, as a result, when
those amounts and percentages are added up, they may not total.
Unless otherwise specified or the context otherwise requires, references to (i) "euro", "EUR" and "" are to
the currency introduced at the start of the third stage of the economic and monetary union pursuant to the
Treaty establishing the European Community, as amended and (ii) "U.S.$" and "U.S. dollars" are to the
lawful currency of the United States of America.
In connection with the issue of the Notes, UBS Limited (the "Stabilising Manager") (or any person
acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes 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 any
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 Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager (or any person acting on behalf of
any Stabilising Manager) in accordance with all applicable laws and rules.
iii

TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ................................................................................................................................. ii
OVERVIEW OF THE NOTES................................................................................................................................... 1
RISK FACTORS......................................................................................................................................................... 8
HISTORICAL FINANCIAL INFORMATION ........................................................................................................ 34
TERMS AND CONDITIONS OF THE NOTES...................................................................................................... 35
CLEARING.............................................................................................................................................................. 59
DESCRIPTION OF THE ISSUER........................................................................................................................... 60
USE OF PROCEEDS ............................................................................................................................................... 80
TAXATION .............................................................................................................................................................. 81
SUBSCRIPTION AND SALE.................................................................................................................................. 85
GENERAL INFORMATION ................................................................................................................................... 88
DEFINITIONS ......................................................................................................................................................... 90
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2011...................................................................................................................................................F-2
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2012...............................................................................................................................................F-150
iv

OVERVIEW OF THE NOTES
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole, including the audited consolidated financial statements for
the financial years ended 31 December 2011 and 31 December 2012 as set out on pages F-1 and following. Words
and expressions defined in "Terms and Conditions of the Notes" (the "Conditions") shall have the same meanings
in this section and references in this overview to a numbered Condition shall be construed accordingly.
Issuer:
AG Insurance SA/NV
Description of the Notes:
U.S.$550,000,000 6.75 per cent. Fixed Rate Reset Perpetual
Subordinated Notes (the "Notes") to be issued by the Issuer on
21 March 2013 (the "Closing Date").
Joint Structuring Agents and Joint J.P. Morgan Securities plc
Bookrunners:
UBS Limited
Joint Bookrunners:
BNP Paribas
HSBC Bank plc
Trustee:
BNY Mellon Corporate Trustee Services Limited
Principal Paying Agent, Domiciliary
BNP Paribas Securities Services, Belgium Branch
Agent and Agent Bank:
Status of the Notes:
The Notes constitute direct, unsecured and subordinated obligations of
the Issuer (subordinated in the manner set out below) which will at all
times rank pari passu without any preference among themselves.
Subordination of the Notes:
In the event of a Winding-up, claims in respect of the Notes shall rank:
(i)
behind claims in respect of (a) any unsubordinated
indebtedness and payment obligations of the Issuer
(including, without limitation, the claims of policyholders
of the Issuer) and (b) any dated subordinated indebtedness
and payment obligations of the Issuer;
(ii)
pari passu and without any preference among themselves
and with claims in respect of the Perpetual Subordinated
Loans;
(iii)
at least equally and rateably with claims in respect of any
other existing or future direct, unsecured and undated
subordinated indebtedness and payment obligations of the
Issuer (other than obligations in respect of Junior
Securities); and
(iv)
in priority to the claims of Junior Creditors.
1

Solvency Condition
Except in a Winding-up of the Issuer, all payments in respect of the
Notes are conditional upon the Issuer being solvent at the time for
payment by the Issuer and no amount shall be payable in respect of the
Notes unless and until such time as the Issuer could make such
payment and still be solvent immediately thereafter (the "Solvency
Condition").
The Issuer will be considered to be solvent if (i) it is able to pay its debts
owed to its creditors (other than Junior Creditors) as they fall due, (ii) its
credit has not been imperilled within the meaning of Article 2 of the
Belgian Law of 8 August 1997 on bankruptcy and (iii) its Assets exceed
its Liabilities (other than Liabilities to persons who are Junior
Creditors).
Redemption:
The Notes have no fixed redemption date and the holders of the Notes
have no right to require the Issuer to redeem the Notes at any time. The
Issuer may, however, elect to redeem the Notes in the circumstances
described below.
Issuer's Call Option
Subject as provided under "Deferral of Redemption" below and to the
provisions of Condition 6, the Notes will be redeemable, at the option of
the Issuer, in whole but not in part on 21 March 2019 (the "First Call
Date") or on any Interest Payment Date thereafter at their principal
amount, together with Arrears of Interest (if any) and any other accrued
but unpaid interest up to (but excluding) the redemption date.
Redemption for Deductibility Event, Gross-up Event or Regulatory
Event
In addition, subject to as provided under "Deferral of Redemption"
below and to the provisions of Condition 6, the Issuer may elect to
redeem, in whole but not in part, the Notes upon the occurrence of a
Deductibility Event, Gross-up Event or Regulatory Event at their
principal amount, in each case together with Arrears of Interest (if any)
and any other accrued but unpaid interest up to (but excluding) the
redemption date.
The consent of the Relevant Supervisory Authority to any redemption of
the Notes may be required pursuant to the Applicable Regulations.
Deferral of Redemption:
Deferral of Redemption following a Regulatory Deficiency Event
If a Regulatory Deficiency Event has occurred and is continuing on the
date specified in the notice of redemption by the Issuer pursuant to the
Conditions or a redemption on such date would itself cause a Regulatory
Deficiency Event to occur, the redemption of the Notes shall be
deferred.
In such event, subject (except in the case of (iii) below) to the Solvency
Condition, such Notes shall instead become due for redemption at their
principal amount, together with Arrears of Interest (if any) and any other
2

accrued but unpaid interest up to (but excluding) the redemption date,
upon the earliest of:
(i)
the date falling 10 Business Days after the date the
Regulatory Deficiency Event has ceased (provided that if
on such 10th Business Day a further Regulatory Deficiency
Event has occurred and is continuing or a redemption
would itself cause a Regulatory Deficiency Event to occur,
the provisions of this paragraph shall apply mutatis
mutandis to determine the subsequent date for redemption
of the Notes); or
(ii)
the date falling 10 Business Days after the Relevant
Supervisory Authority has agreed to the repayment or
redemption of the Notes; or
(iii)
the Winding-up of the Issuer.
Deferral of Redemption relating only to the Solvency Condition
If a Regulatory Deficiency Event has not occurred but the Issuer is
required to defer redemption of the Notes on the date specified in the
notice of redemption by the Issuer only as a result of the Solvency
Condition not being satisfied at such time or following such payment,
such Notes shall instead become due for redemption, at their principal
amount together with Arrears of Interest (if any) and any other accrued
but unpaid interest up to (but excluding) the redemption date, on the
date falling 10 Business Days immediately following the day that the
Solvency Condition is met provided that it continues to be met and a
Regulatory Deficiency Event has not occurred at such deferred date for
payment. See Condition 6.
The deferral of the redemption of the Notes in accordance with the
Conditions will not constitute a default by the Issuer and will not give
Holders or the Trustee any right to accelerate the Notes such that
amounts of principal, interest or Arrears of Interest would become due
and payable on the Notes earlier than otherwise scheduled pursuant to
the Conditions or the Trust Deed.
Interest:
The Notes will bear interest from (and including) the Closing Date to
(but excluding) the First Call Date at a rate of 6.75 per cent. per annum
(being a rate equal to 1.317 per cent. per annum plus the Margin of
5.433 per cent. per annum). In respect of each successive six year period
thereafter, the Notes will bear interest at a rate equal to the Six Year U.S.
dollar Mid Swap Rate as determined by the Agent Bank, plus the
Margin of 5.433 per cent. per annum. Interest will be payable semi-
annually in arrear on each Interest Payment Date, subject to deferral as
described below. See Condition 4.
Interest Payment Dates:
21 March and 21 September in each year, commencing on (and
including) 21 September 2013.
3

Compulsory Payment of Interest:
The Issuer shall be required to pay accrued interest (and any Arrears of
Interest then outstanding) on each Compulsory Interest Payment Date.
Subject to a Mandatory Interest Deferral Event not having occurred and
being continuing, as more particularly described below, an Interest
Payment Date will be a Compulsory Interest Payment Date if, in the six
month period prior to such Interest Payment Date, a Compulsory
Interest Payment Event has occurred.
A "Compulsory Interest Payment Event" means:
(i)
any dividend or distribution is declared payable or a
payment is made on any Junior Securities, save where
such dividend, distribution or payment is mandatory in
accordance with the terms and conditions of such Junior
Securities; or
(ii)
any repurchase, redemption or acquisition by the Issuer or
any of its Subsidiaries of any Junior Securities, save where
the Issuer or, as the case may be, the relevant Subsidiary is
not able to defer, pass or eliminate the payment or other
obligation in respect of such repurchase, redemption or
acquisition.
Interest Deferral:
Optional Deferral of Interest
The Issuer may elect to defer all (but not some only) of any payment of
interest on the Notes which is otherwise scheduled to be paid on any
Optional Interest Payment Date.
Mandatory Deferral of Interest
An Interest Payment shall be deferred mandatorily on an Interest
Payment Date (a "Mandatory Interest Deferral Date") if:
(i)
a Regulatory Deficiency Event has occurred and is
continuing at the relevant Interest Payment Date;
(ii)
the Solvency Condition is not met as at such Interest
Payment Date; or
(iii)
payment of such Interest Payment would cause a
Regulatory Deficiency Event or would cause the Solvency
Condition not to be met,
(each a "Mandatory Interest Deferral Event"),
provided, however, that if the Relevant Supervisory Authority confirms
in writing to the Issuer that it accepts that interest accrued in respect of
the Notes (or any part thereof) during such Interest Period can be paid
(to the extent that the Relevant Supervisory Authority may provide such
acceptance in accordance with the Applicable Regulations), the relevant
Interest Payment Date will not be a Mandatory Interest Deferral Date in
relation to such interest (or such part thereof) unless the Solvency
4

Condition is not met.
Arrears of Interest:
If the Issuer elects or is required (whether pursuant to the Solvency
Condition or due to a Mandatory Interest Deferral Event) to defer any
payment of interest, such deferred payment shall itself bear interest at
the prevailing interest rate applicable to the Notes, and such deferred
interest payment and interest thereon shall, for so long as the same
remains unpaid, constitute "Arrears of Interest". See also "Risk Factors
-- Factors which are material for the purpose of assessing the market
risks associated with the Notes -- The Issuer may (except in certain
limited circumstances) elect to, and in certain circumstances must, defer
interest payments on the Notes" for a discussion of the uncertainties
regarding compounding of interest under Belgian law.
Subject to a Mandatory Interest Deferral Event not having occurred and
being continuing, Arrears of Interest may be settled at the option of the
Issuer in whole (or in part) at any time upon notice to the Holders and
the Trustee, and all Arrears of Interest will in any event become due for
payment on the first to occur of the following dates:
(i)
the next succeeding Compulsory Interest Payment Date; or
(ii)
the date on which the Notes are redeemed or repaid in
accordance with the Conditions; or
(iii)
upon a Winding-up of the Issuer.
Notwithstanding the previous paragraphs, if a Regulatory Event occurs,
any unpaid Arrears of Interest resulting from any deferral of interest on
an Optional Interest Payment Date shall also fall due and payable on the
date (the "Compulsory Partial Settlement Date") being the later of:
(i)
the first Interest Payment Date falling on or after the fifth
anniversary of the relevant Optional Interest Payment Date
on which the relevant Interest Payment was deferred; and
(ii)
the first Interest Payment Date falling on or after the fifth
anniversary of the date on which the Regulatory Event
occurs.
If on any Compulsory Partial Settlement Date the Solvency Condition is
not met, such payment of Arrears of Interest shall not fall due until the
date falling 10 Business Days immediately following the day that the
Solvency Condition is met, provided that if on such 10th Business Day
the Solvency Condition is not met or would not be met if the Arrears of
Interest were paid, then the date for such payment shall be the first
following Business Day on which the Solvency Condition is so met and
will continue to be met following payment of such Arrears of Interest.
Non-payment of Arrears of Interest shall not constitute a default by the
Issuer under the Notes or for any other purpose, unless such payment is
required in accordance with Condition 5(f).
5

Enforcement Events:
If the Issuer defaults (i) for a period of 7 calendar days or more in the
payment of any interest due in respect of the Notes or any of them or
(ii) for a period of 14 calendar days or more in payment of the principal
due in respect of the Notes or any of them, the Trustee may sue for
payment when due and prove or claim in the Winding-up of the Issuer
for such payment but may take no further or other action to enforce,
prove or claim for any such payment. See Condition 12.
The Trustee and the Holders shall have no right to petition for or
institute proceedings for the bankruptcy of the Issuer in Belgium or to
institute equivalent insolvency proceedings (including those equivalent
to a Winding-up) pursuant to any laws in any country in respect of any
default of the Issuer under the Notes or the Trust Deed.
Variation:
If a Regulatory Event has occurred and is continuing, the Issuer (subject
to the prior approval of the Relevant Supervisory Authority (if required
pursuant to the then Applicable Regulations in order for the Notes to
qualify as regulatory capital)) may with the prior agreement of the
Trustee modify the terms and conditions of the Notes (without the
consent of the Holders) so that such Regulatory Event no longer exists
after such modification. Any such modification to the Notes is
conditional on certain matters set out in the Conditions being satisfied.
See Condition 7.
Additional Amounts:
All payments in respect of the Notes shall be made free and clear of, and
without withholding or deduction for, or on account of, any Taxes of the
Kingdom of Belgium, unless such withholding or deduction is required
by law.
If any such withholding or deduction is made, additional amounts will
be payable by the Issuer subject to certain exceptions as are more fully
described in Condition 11.
Form:
The Notes will be issued in dematerialised form under the Belgian Code
of Companies (Code des Sociétés/Wetboek van Vennootschappen) (the
"Belgian Code of Companies") and cannot be physically delivered.
Denomination:
The Notes will be issued in denominations of U.S.$200,000.
Governing Law:
The Trust Deed and the Notes and any non-contractual obligations
arising out of or in connection with them are governed by, and shall be
construed in accordance with, English law, save that the provisions
contained in Condition 2 in relation to subordination and waiver of set-
off, Conditions 14(a) and (c) and any matter relating to the
dematerialised form of the Notes and any non-contractual obligations
arising out of the same shall be governed by, and construed in
accordance with, Belgian law.
Rating:
The Notes have been rated BBB by Standard & Poor's Credit Market
Services France SAS ("S&P") and BBB+ by Fitch France SAS
("Fitch"). A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time
6

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