Obligation Luxembourg 0.436% ( LU1113955196 ) en EUR

Luxembourg

100 % ⇌

Luxembourg

LU1113955196 ( en EUR )

0.436% par an ( paiement annuel )

07/10/2019 - Obligation échue

Prospectus brochure de l'obligation Luxembourg LU1113955196 en EUR 0.436%, échue

100 000 EUR

200 000 000 EUR

Le Luxembourg est un petit pays d'Europe occidentale connu pour son secteur financier développé, son multilinguisme (luxembourgeois, français, allemand), et son paysage varié comprenant des châteaux médiévaux et des vignobles.

L'Obligation émise par Luxembourg ( Luxembourg ) , en EUR, avec le code ISIN LU1113955196, paye un coupon de 0.436% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/10/2019

Luxembourg Treasury Securities SA
(incorporated in the Grand Duchy of Luxembourg with limited liability)
200,000,000 0.436 per cent. Certificates due 2019
Issue Price: 100.00 per cent.
The 200,000,000 0.436 per cent. Certificates due 2019 (the Certificates) of Luxembourg Treasury Securities SA (the Issuer) will
be constituted by a declaration of trust (the Declaration of Trust) dated on or about 7 October 2014 (the Closing Date) between the
Issuer, in its capacity as issuer and as trustee (the Trustee) for and on behalf of holders of the Certificates (the Certificateholders),
the Grand Duchy of Luxembourg (Luxembourg) and BNP Paribas Trust Corporation UK Limited (the Delegate). Pursuant to the
Declaration of Trust, the Trustee will declare that it will hold the Trust Assets (as defined herein), on trust absolutely for the
Certificateholders as owners and beneficiaries pro rata according to the face amount of Certificates held by each Certificateholder in
accordance with the Declaration of Trust and the terms and conditions of the Certificates (the Conditions).
On the 7th day of October in each year commencing on 7 October 2015 (each, a Periodic Distribution Date), the Issuer will pay
Periodic Distribution Amounts (as defined herein) to Certificateholders calculated at the rate of 0.436 per cent. per annum on the
outstanding face amount of the Certificates.
The Issuer will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets (as defined
herein) for the relevant Return Accumulation Period (as defined herein) which include payments by the Grand Duchy of
Luxembourg (in such capacity, the Lessee) under the Lease Agreement (as defined herein). Unless previously redeemed in the
circumstances described in Condition 8, the Certificates will be redeemed on 7 October 2019 (the Scheduled Dissolution Date) at
the Dissolution Distribution Amount (as defined herein). The Issuer will pay the Dissolution Distribution Amount solely from the
proceeds received in respect of the Trust Assets which include payments by the Grand Duchy of Luxembourg (in such capacity, the
Obligor) under the Purchase Undertaking (as defined herein).
The Certificates will be limited recourse obligations of the Issuer. An investment in the Certificates involves certain
considerations. For a discussion of these considerations, see "Investment Considerations".
This Information Memorandum does not qualify as a prospectus within the meaning of Article 3 of Directive 2003/71/EC, as
amended (the Prospectus Directive), nor pursuant to Part II of the Luxembourg Act dated 10 July 2005 on prospectuses for
securities, as amended (the Prospectus Law). This Information Memorandum also does not qualify as a simplified prospectus
pursuant to Part III of the Prospectus Law. This Information Memorandum will not be approved by the Commission de Surveillance
du Secteur Financier (the CSSF) of the Grand Duchy of Luxembourg or any equivalent authority in another jurisdiction.
Application has been made to the Luxembourg Stock Exchange for the Certificates to be admitted to the official list of the
Luxembourg Stock Exchange (the Official List) and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the Euro
MTF Market). This Information Memorandum constitutes a prospectus for the purpose of Part IV of the Prospectus Law.
The Certificates are expected to be assigned a rating of "AAA" by Standard & Poor's Ratings Services Europe Ltd. (Standard &
Poor's) and of "Aaa" by Moody's Investors Service Ltd. (Moody's). Each of Standard & Poor's and Moody's is established in the
European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, Standard &
Poor's and Moody's are included in the list of credit rating agencies published by the European Securities and Markets Authority on
its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold the Certificates (or
beneficial interests therein), does not address the likelihood or timing of repayment and may be subject to revision, suspension or
withdrawal at any time by the assigning rating organisation. A suspension, reduction or withdrawal of either rating assigned to the
Certificates may affect the market price of the Certificates.
The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities
Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold
within the United States (as defined in Regulation S under the Securities Act (Regulation S)) or to, or for the account or benefit of,
U.S. Persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. Accordingly, the Certificates are being offered or sold solely
to persons who are not U.S. Persons outside the United States in reliance on Regulation S. Each purchaser of the Certificates is
hereby notified that the offer and sale of Certificates to it is being made in reliance on the exemption from the registration
requirements of the Securities Act provided by Regulation S.
Delivery of the Certificates in book-entry form will be made on the Closing Date. Certificates will be represented by interests in a
global certificate in registered form (the Global Certificate) deposited on or about the Closing Date with LuxCSD, société anonyme
(LuxCSD). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records
maintained by LuxCSD. Definitive Certificates evidencing holdings of interests in the Certificates will be issued in exchange for
interests in the Global Certificate only in certain limited circumstances described herein.
Joint Lead Managers
BNP PARIBAS
HSBC
Co-Managers
Banque Internationale à Luxembourg S.A.
QInvest
The date of this Information Memorandum is 2 October 2014.

Each of the Issuer and Luxembourg accepts responsibility for the information contained in this Information
Memorandum. To the best of the knowledge of each of the Issuer and Luxembourg (each having taken all reasonable
care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with
the facts and does not omit anything likely to affect the import of such information.
No person is or has been authorised to give any information or to make any representation not contained in or not
consistent with this Information Memorandum in connection with the offering of the Certificates and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer, Luxembourg, the
Managers (as defined under "Subscription and Sale"), the Trustee, the Delegate, the Agents (each as defined herein) or
any other person. Neither the delivery of this document nor any sale of any Certificates shall, under any circumstances,
constitute a representation or create any implication that the information contained herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs of any party mentioned herein since that
date.
None of the Managers, the Trustee, the Delegate or the Agents has verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by any of them as to the accuracy, adequacy, reasonableness or completeness of the information contained in
this Information Memorandum or any other information provided by the Issuer or Luxembourg in connection with the
Certificates, their distribution or their future performance.
Neither this Information Memorandum nor any other information supplied in connection with the Certificates is
intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by the
Issuer, Luxembourg, the Managers, the Trustee, the Delegate or the Agents that any recipient of this Information
Memorandum should purchase any of the Certificates. Each investor contemplating purchasing any Certificates should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and Luxembourg. None of the Managers, the Trustee, the Delegate or the Agents accepts
any liability in relation to the information contained in this Information Memorandum or any other information
provided by the Issuer and Luxembourg in connection with the Certificates.
No comment is made or advice given by the Issuer, Luxembourg, the Managers, the Trustee, the Delegate or the Agents
in respect of taxation matters relating to the Certificates or the legality of the purchase of the Certificates by an investor
under any applicable law.
This Information Memorandum may only be used for the purposes for which it has been published.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER, LEGAL
ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND RELATED MATTERS
CONCERNING THE PURCHASE OF THE CERTIFICATES.
This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Certificates
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Information Memorandum and the offer or sale of the Certificates may be restricted by law in certain
jurisdictions. None of the Issuer, Luxembourg, the Managers, the Trustee, the Delegate or the Agents represents that
this Information Memorandum may be lawfully distributed, or that any Certificates may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, Luxembourg, the Managers, the Trustee, the Delegate or the Agents which is
intended to permit a public offering of any Certificates or distribution of this Information Memorandum in any
jurisdiction where action for that purpose is required. Accordingly, no Certificates may be offered or sold, directly or
indirectly, and neither this Information Memorandum nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Information Memorandum or any Certificates may
come must inform themselves about, and observe, any such restrictions on the distribution of this Information
Memorandum and the offering and sale of the Certificates. In particular, there are restrictions on the distribution of this
Information Memorandum and the offer or sale of Certificates in the United States, the United Kingdom, Switzerland,
the Kingdom of Bahrain, Malaysia, the Kingdom of Saudi Arabia, Singapore, the State of Qatar, Hong Kong, the

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United Arab Emirates (excluding the Dubai International Financial Centre (the DIFC)) and the DIFC, see "Subscription
and Sale".
All references in this Information Memorandum to euro, EUR or means the currency introduced at the start of the
third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European
Union, as amended.
IN CONNECTION WITH THE ISSUE OF THE CERTIFICATES, HSBC BANK PLC, IN ITS CAPACITY AS
STABILISING MANAGER (THE STABILISING MANAGER) (OR ANY PERSON ACTING ON ITS
BEHALF) MAY EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE CERTIFICATES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE CAN BE NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSON
ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE CLOSING DATE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE CLOSING DATE
OF THE CERTIFICATES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
CERTIFICATES. ANY STABILISATION ACTION SHALL BE CONDUCTED IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Information Memorandum
and related offering documents may only be offered in registered form to existing account holders and accredited
investors as defined by the Central Bank of Bahrain (CBB) in the Kingdom of Bahrain where such investors make a
minimum investment of at least U.S.$100,000 or any equivalent amount in any other currency or such other amount as
the CBB may determine.
This Information Memorandum does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article
(81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Information
Memorandum and related offering documents have not been and will not be registered as a prospectus with the CBB.
Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase nor
will this Information Memorandum or any other related document or material be used in connection with any offer, sale
or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the Kingdom of Bahrain,
other than to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the Information Memorandum or related offering documents and it
has not in any way considered the merits of the securities to be offered for investment, whether in or outside the
Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the
statements and information contained in this document and expressly disclaims any liability whatsoever for any loss
howsoever arising from reliance upon the whole or any part of the content of this document. No offer of securities will
be made to the public in the Kingdom of Bahrain and this Information Memorandum must be read by the addressee
only and must not be issued, passed to, or made available to the public generally in the Kingdom of Bahrain.
NOTICE TO QATARI RESIDENTS
This Information Memorandum does not and is not intended to constitute an offer, sale or delivery of the Certificates
under the laws of the State of Qatar including the Qatar Financial Centre and has not been and will not be reviewed or
approved by or registered with the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority
or the Qatar Central Bank in accordance with their regulations or any other regulations in the State of Qatar including
the Qatar Financial Centre. The Certificates are not and will not be traded on the Qatar Exchange.
NOTICE TO MALAYSIAN RESIDENTS
The Certificates may not be offered for subscription or purchase and no invitation to subscribe for or purchase the
Certificates in Malaysia may be made, directly or indirectly, and this Information Memorandum or any document or
other materials in connection therewith may not be distributed in Malaysia other than to persons falling within the
categories specified under (i) Schedule 6 (or Section 229(1)(b)) or Schedule 7 (or Section 230(1)(b)) and (ii) Schedule 8
(or Section 257(3)) of the Capital Market and Services Act 2007 of Malaysia (the CMSA).

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The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of the Issuer or
Luxembourg and assumes no responsibility for the correctness of any statements made or opinions or reports expressed
in this Information Memorandum.
KINGDOM OF SAUDI ARABIA NOTICE
This Information Memorandum may not be distributed in the Kingdom of Saudi Arabia except to such persons as are
permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi
Arabia (the Capital Market Authority).
The Capital Market Authority does not make any representations as to the accuracy or completeness of this Information
Memorandum, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon,
any part of this Information Memorandum. Prospective purchasers of the securities offered hereby should conduct their
own due diligence on the accuracy of the information relating to the securities. If a prospective purchaser does not
understand the contents of this Information Memorandum he or she should consult an authorised financial adviser.

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TABLE OF CONTENTS

Investment Considerations.................................................................................................................................................. 6
Structure Diagram and Cash Flows .................................................................................................................................... 9
Overview of the Offering.................................................................................................................................................. 11
Terms and Conditions of the Certificates ......................................................................................................................... 17
Global Certificate ............................................................................................................................................................. 36
Use of Proceeds ................................................................................................................................................................ 38
Description of the Issuer ................................................................................................................................................... 39
Information on the Grand Duchy of Luxembourg ............................................................................................................ 42
Summary of the Principal Transaction Documents .......................................................................................................... 43
Taxation ............................................................................................................................................................................ 48
Subscription and Sale ....................................................................................................................................................... 51
General Information ......................................................................................................................................................... 56

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INVESTMENT CONSIDERATIONS
The purchase of Certificates may involve certain considerations and is suitable only for sophisticated investors who
have the knowledge and experience in financial and business matters necessary to enable them to evaluate the
considerations relating to and merits of an investment in the Certificates. Before making an investment decision,
prospective purchasers of Certificates should consider carefully, in the light of their own financial circumstances and
investment objectives, all of the information in this Information Memorandum.
Each of the Issuer and Luxembourg believes that the factors described below represent the principal considerations
inherent in investing in the Certificates but none of the Issuer or Luxembourg represents that the statements below
regarding considerations relating to the holding of any Certificate are exhaustive. There may also be other
considerations, including some which may not be presently known to the Issuer or Luxembourg or which the Issuer or
Luxembourg currently deems immaterial, that may impact any investment in the Certificates.
Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum and
reach their own views prior to making any investment decision. Words and expressions defined in "Terms and
Conditions of the Certificates" shall have the same meanings in this section.
The Issuer has a limited operating history and no material assets
The Issuer is newly established under the laws of Luxembourg with limited liability and has no operating history. The
Issuer will not engage in any business activity other than the issuance of the Certificates, the acquisition of the Trust
Assets as described herein, acting in its capacity as trustee and other incidental or related activities.
The Issuer's only material assets, which it will hold on trust for the Certificateholders in its capacity as Trustee, will be
the Trust Assets, including its right to receive payments under the Purchase Undertaking, the Servicing Agency
Agreement and the Lease Agreement. Therefore, the payment of all amounts under the Certificates by the Issuer is
subject to the receipt of such amounts from Luxembourg pursuant to, and the fulfilment by Luxembourg of its
obligations in full and on a timely basis under, the Transaction Documents to which it is a party.
The Certificates are limited recourse obligations
The Certificates are not debt obligations of the Issuer or Luxembourg. Instead, the Certificates represent a beneficial
interest solely in the Trust Assets. Recourse to the Issuer in respect of the Certificates is limited to the Trust Assets and
proceeds of such Trust Assets are the sole source of payments on the Certificates. Upon the occurrence of a Dissolution
Event, the sole rights of each of the Delegate and, through the Delegate, the Certificateholders will be against the
Lessee and the Obligor to perform their respective obligations under the Transaction Documents. Certificateholders will
otherwise have no recourse to any assets of the Issuer, the Trustee or Luxembourg in respect of any shortfall in the
expected amounts due under the Trust Assets. Each of the Lessee and the Obligor is obliged to make certain payments
under the Transaction Documents directly to the Issuer, and the Delegate will have direct recourse against the Lessee
and the Obligor to recover such payments due to the Issuer pursuant to the Transaction Documents. In the absence of a
default by the Delegate, investors have no direct recourse to the Lessee or the Obligor and there is no assurance that the
net proceeds of the realisation of, or enforcement with respect to, the Trust Assets will be sufficient to make all
payments due in respect of the Certificates.
After enforcing or realising the Trust Assets and distributing the net proceeds of the Trust Assets in accordance with
Condition 4.2, the obligations of the Issuer and the Trustee in respect of the Certificates shall be satisfied and neither
the Delegate nor any Certificateholder may take any further steps against the Issuer or the Trustee to recover any further
sums in respect of the Certificates and the right to receive any such sums unpaid shall be extinguished. Furthermore,
under no circumstances shall the Trustee, the Delegate or any Certificateholder have any right to cause the sale or other
disposition of any of the Trust Assets except pursuant to the Transaction Documents and the sole right of the Trustee,
the Delegate and the Certificateholders against Luxembourg shall be to enforce the obligation of Luxembourg to
perform its obligations in its respective capacities under the Transaction Documents.
Purchase of the Lease Assets
The Obligor has agreed in the Purchase Undertaking to indemnify the Trustee and the Delegate for any breach by the
Obligor of any of its obligations under the Purchase Undertaking, including any failure by the Obligor to purchase the

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Lease Assets and pay the exercise price, which is intended to fund the redemption in full of the outstanding Certificates.
In the event that the Lease Assets are not purchased by the Obligor for any reason, the Delegate will seek to enforce the
above provisions of the Purchase Undertaking.
Total Loss Event
As owner of the Lease Assets, the Trustee is required, among other things, to insure the Lease Assets. In accordance
with Sharia principles, the Trustee has delegated this obligation to Luxembourg, as its servicing agent (the Servicing
Agent), which has undertaken in the Servicing Agency Agreement, among other things, to insure the Lease Assets in
the name of the Trustee against the occurrence of a Total Loss Event for their full reinstatement value (and to ensure
that such amount is not at any time less than the aggregate face amount of the Certificates from time to time
outstanding). A Total Loss Event is defined as the total loss or destruction of, or damage to the whole of the Lease
Assets or any event or occurrence that renders the whole of the Lease Assets permanently unfit for any economic use
and (but only after taking into consideration any insurances or other indemnity granted by any third party in respect of
the Lease Assets) the repair or remedial work in respect thereof is wholly uneconomical.
Nevertheless, should such an event occur and Luxembourg fails to replace the Lease Assets pursuant to the Servicing
Agency Agreement by the 30th day after the occurrence of the Total Loss Event, the Certificates will be repaid using
the proceeds of the insurance received by the Trustee. In this scenario, potential investors should be aware that rental
under the Lease will cease upon the occurrence of a Total Loss Event (as, if there is no replacement of the Lease Assets
as aforesaid, the Lease will be deemed to have terminated on the date on which the Total Loss Event occurred) and
accordingly the accrued Periodic Distribution Amount received by the Certificateholders will reflect this. The Servicing
Agency Agreement provides that if the insurance proceeds for an amount equal to the full reinstatement value are not
paid into the Transaction Account within 30 days of the occurrence of the Total Loss Event, the Servicing Agent shall
have failed in its responsibilities in respect of the proper insurance of the Lease Assets and, accordingly, shall be
responsible for paying any shortfall by the 30th day after the occurrence of the Total Loss Event. The Delegate will be
entitled to enforce this undertaking against the Servicing Agent on behalf of the Certificateholders.
Sharia rules
The Sharia Supervisory Committee of BNP Paribas and the Executive Shariah Committee of HSBC Saudi Arabia
Limited have confirmed that the Transaction Documents (as defined herein) are, in their view, Sharia compliant.
However, there can be no assurance that the Transaction Documents or the issue and trading of the Certificates will be
deemed to be Sharia compliant by any other Sharia board or Sharia scholars. None of the Issuer, the Trustee,
Luxembourg, the Delegate or the Managers makes any representation as to the Sharia compliance of the Certificates
and potential investors are reminded that, as with any Sharia views, differences in opinion are possible. Potential
investors should obtain their own independent Sharia advice as to the compliance of the Transaction Documents and the
issue and trading of the Certificates with Sharia principles.
In addition, prospective investors are reminded that the enforcement of any obligations of any of the parties may, if in
dispute, be the subject of court proceedings under the laws of (i) Luxembourg or (ii) England and Wales. In such
circumstances, the courts will interpret the respective terms of the Transaction Documents under their governing law in
determining the obligation of the parties.
Absence of secondary market/limited liquidity
There is no assurance that a secondary market for the Certificates will develop or, if it does develop, that it will be
liquid or will continue for the life of the Certificates. Accordingly, a Certificateholder may not be able to find a buyer to
buy its Certificates readily or at prices that will enable the Certificateholder to realise a desired yield. The market value
of the Certificates may fluctuate and a lack of liquidity, in particular, can have a material adverse effect on the market
value of the Certificates. Accordingly, the purchase of the Certificates is suitable only for investors who can bear the
risks associated with a lack of liquidity in the Certificates and the financial and other risks associated with an
investment in the Certificates. An investor in the Certificates must be prepared to hold the Certificates for an indefinite
period of time or until their maturity.

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Sharia requirements in relation to interest awarded by a court
In accordance with applicable Sharia principles, each of the Trustee and the Delegate will waive all and any entitlement
it may have to interest awarded in its favour by any court in connection with any dispute under any of the Transaction
Documents. Should there be any delay in the enforcement of a judgment given against Luxembourg, judgment interest
may accrue in respect of that delay and, as a result of the waiver referred to above, Certificateholders will not be
entitled to receive any part of such interest.

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STRUCTURE DIAGRAM AND CASH FLOWS
Set out below is a simplified structure diagram and description of the principal cash flows underlying the transaction.
Potential investors are referred to the terms and conditions of the Certificates and the detailed descriptions of the
relevant Transaction Documents set out elsewhere in this Information Memorandum for a fuller description of certain
cash flows and for an explanation of the meaning of certain capitalised terms used below.
Structure Diagram
The Grand Duchy of
Servicing
The Grand Duchy of
Luxembourg
Agency
Luxembourg
(as Servicing Agent)
Agreement
(as Seller)
Purchase
Agreement
The Grand Duchy of
The Grand Duchy of
Lease
Luxembourg
Luxembourg
Agreement
(as Lessee)
(as Obligor)
Luxembourg Treasury
Substitution
Purchase
Securities SA
and Transfer
Undertaking
as Issuer, Trustee and Lessor
Undertaking
Dissolution
Issue of Certificates
Distribution Amount
The Grand Duchy of
Periodic Distribution
Luxembourg
Proceeds
Amount
(as Obligor)
Certificateholders
cash flow
asset movement /obligations

Principal cash flows
Payments by the Certificateholders and the Issuer
On the Closing Date, the Certificateholders will pay the issue price in respect of the Certificates to the Issuer, which
will hold such proceeds of the issue of the Certificates as Trustee and will pay such amount to Luxembourg as the
purchase price payable under the Purchase Agreement for the Lease Assets (the aggregate value of which (as
determined by reference to the relevant internal government valuation of the Lease Assets) shall be equal to such
purchase price).
The Lease Assets to be purchased by the Trustee on the Closing Date will consist of certain land and buildings used as
offices and archiving (including parking) space for civil and governmental administrative purposes. Luxembourg may
substitute or replace the Lease Assets with assets the identity of which may be determined by Luxembourg in its sole
and absolute discretion provided that: (i) such assets comprise land, buildings or leasehold interests in respect of land
and buildings used for office or administrative purposes on a similar basis to the Lease Assets to be purchased on the
Closing Date or other civil or governmental purposes, and (ii) their value (as determined by reference to the relevant
internal government valuation of such assets) is not less than the aggregate value of the Lease Assets being replaced.
Periodic Distribution Payments
Prior to each Periodic Distribution Date, the Lessee will pay to the Trustee an amount reflecting the rental due in
respect of the Lease Assets which is intended to be sufficient to fund the Periodic Distribution Amounts payable by the
Issuer under the Certificates and shall be applied by the Trustee for that purpose.

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Dissolution Payment by the Obligor
On the Scheduled Dissolution Date, the Trustee will have the right to require the Obligor pursuant to the unconditional
and irrevocable undertaking of the Obligor under the Purchase Undertaking to purchase the Lease Assets and the
exercise price payable by the Obligor to the Trustee is intended to fund the Dissolution Distribution Amount payable by
the Issuer under the Certificates.
The Trust may be dissolved prior to the Scheduled Dissolution Date for the following reasons: (i) redemption following
a Dissolution Event or (ii) upon the occurrence of a Total Loss Event (save where the Lease Assets are replaced as
provided in the Servicing Agency Agreement by the 30th day after the occurrence of the Total Loss Event, see
"Overview of the Offering Summary of the Certificates Total Loss Event").
In the case of (i), the amounts payable by the Issuer on the due date for dissolution will be funded by the Obligor
purchasing the Lease Assets and paying the exercise price to (or to the order of) the Trustee pursuant to the terms of the
Purchase Undertaking. In the case of (ii), the amounts payable by the Issuer on the due date for dissolution will be
funded using the proceeds of insurance payable in respect of the Total Loss Event which (save where Luxembourg
replaces the Lease Assets as referred to above) are required to be paid into the Transaction Account by no later than the
30th day after the occurrence of the Total Loss Event.
Should there be any shortfall in the insurance proceeds paid into the Transaction Account, the Servicing Agent will
acknowledge that it shall have failed in its responsibilities in respect of the proper insurance of the Lease Assets and
will irrevocably and unconditionally undertake to pay an amount equal to such shortfall into the Transaction Account
by no later than the 30th day after the Total Loss Event has occurred.

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