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EUR 3000000000 debt issuance programme, 10 ... - Volksbank AG

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6.4 Terms and Conditions of the Certificates<br />

The Certificates under the Programme will be issued according to the following terms and conditions (the “Certificate<br />

Conditions” or “Conditions”).<br />

The provisions of the following Conditions apply as completed, modified, supplemented or replaced, in whole or<br />

in part, by the terms of the final terms which are attached hereto (the “Final Terms”) (by way of reference to the<br />

respective items in the Final Terms stated in brackets). Terms which are printed in italics in the Conditions are<br />

defined in the Final Terms. As far as these Certificate Conditions and the Final Terms are inconsistent, the Final<br />

Terms shall prevail over the Conditions. The Final Terms may also foresee changes to the Conditions, to the<br />

extent permitted by the applicable laws and regulations.<br />

References in the Certificate Conditions to the offer table (the “Offer Table”) refer to the offer table in which the<br />

respective issue of Certificates is described in the form of a summary and which the Final Terms are attached to<br />

as an integral part.<br />

The Final Terms may be inspected during normal business hours at the offices of the Principal Paying Agent<br />

(whose identity shall be determined in the Final Terms), any Paying Agent (to which the same shall apply) and at<br />

the seat of the Issuer and copies of the Final Terms may be obtained free of charge from these offices, provided<br />

that, in the case of Certificates which are not listed on any stock exchange, copies of the relevant Final Terms<br />

will only be available to holders of the Certificates (the “Certificate Holders”).<br />

§ 1<br />

(Currency. Form. Type of Issue. Denomination. Representation. Custody)<br />

(1) Currency. Form. LEVADE S.A., acting through the Compartment designated in the Final Terms (the<br />

“Issuer”) issues Certificates (the “Certificates”) in the currency determined in the Offer Table and in the<br />

Final Terms (item 8) (the “Specified Currency”). The Certificates are bearer instruments and are freely<br />

transferable.<br />

(2) Type and price of the issue. The Certificates are issued as permanent issues or as single issues, as determined<br />

in the Final Terms (item 3). The issue price is determined in the way specified in the Offer Table<br />

and in the Final Terms (item 11). In the case of a permanent issue, the issue price shall be determined<br />

in the Offer Table and in the Final Terms (item 11) as of the start of the term of the Certificates and shall<br />

then be fixed by the Issuer continuously according to the market conditions prevailing from time to time.<br />

The Issuer intends to (without being obliged to) provide current purchase and sale prices under normal<br />

market conditions. However, the Issuer shall not have an obligation vis-à-vis the Certificate Holders to<br />

quote such prices or regarding the level or realisation of such prices.<br />

(3) Denomination. The Certificates are issued in an aggregate principal amount as determined in the Final<br />

Terms (item 9) and are divided into denominations with the specified denomination (or the specified denominations)<br />

specified in the Final Terms (item <strong>10</strong>) (each a “Specified Denomination”), or they are divided<br />

into such numbers of units as specified in the Final Terms (item <strong>10</strong>).<br />

(4) Representation. The Certificates are represented by a permanent global note (the “Permanent Global<br />

Note”) without coupon or talons attached. Each Permanent Global Note shall bear the manual or facsimile<br />

signatures of two duly authorised officers of the Issuer or its representative and is, depending on the Issuer’s<br />

selection, signed by or on behalf of the Principal Paying Agent with a control signature. Definitive<br />

notes or coupons will not be issued. The holder of each Permanent Global Note shall represent,<br />

by its acquisition hereof, that (i) it is not a U.S. person, (ii) it is not acting for or on behalf of a<br />

U.S. person and (iii) it is acquiring the Permanent Global Note in an offshore transaction in compliance<br />

with Regulation S of the U.S. Securities Act 1933. The Permanent Global Note may not be legally<br />

or beneficially owned by a U.S. person at any time. Certificates represented by the Permanent<br />

Global Note will be sold outside the United States of America (including their states and the “District<br />

of Columbia”) as well as their territories (including Puerto Rico, the U.S. Virgin Islands, Samoa,<br />

Wake Island and the Northern Mariana Islands) and each holder and beneficial holder of the<br />

<strong>10</strong>9

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