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Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

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2.3 Investors will not be able to calculate in advance their rate of return on Floating Rate <strong>Note</strong>s<br />

A key difference between Floating Rate <strong>Note</strong>s and Fixed Rate <strong>Note</strong>s is that interest income on Floating Rate<br />

<strong>Note</strong>s cannot be anticipated. <strong>Due</strong> to varying interest income, investors are not able to determine a definite<br />

yield of Floating Rate <strong>Note</strong>s at the time they purchase them, so that their return on investment cannot be<br />

compared with that of investments having longer fixed interest periods. If the terms and conditions of the<br />

notes provide for frequent interest payment dates, investors are exposed to reinvestment risk if market<br />

interest rates decline. That is, investors may reinvest the interest income paid to them only at the relevant<br />

lower interest rates then prevailing. In addition, the Issuer’s ability to also issue Fixed Rate <strong>Note</strong>s may affect<br />

the market value and the secondary market (if any) of the Floating Rate <strong>Note</strong>s (and vice versa).<br />

Investment in <strong>Note</strong>s which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to be<br />

added or subtracted, as the case may be, <strong>from</strong> such base rate. Typically, the relevant margin will not change<br />

throughout the life of the <strong>Note</strong>s but there will be a periodic adjustment (as specified in the relevant Final<br />

<strong>Term</strong>s) of the reference rate (e.g., every three months or six months) which itself will change in accordance<br />

with general market conditions. Accordingly, the market value of floating rate <strong>Note</strong>s may be volatile if<br />

changes, particularly short term changes, to market interest rates evidenced by the relevant reference rate can<br />

only be reflected in the interest rate of these <strong>Note</strong>s upon the next periodic adjustment of the relevant<br />

reference rate.<br />

2.4 The market value of Inverse Floating Rate <strong>Note</strong>s may be more volatile than that of Floating<br />

Rate <strong>Note</strong>s based on the same reference rate<br />

Inverse floating rate <strong>Note</strong>s have an interest rate equal to a fixed base rate minus a rate based upon a<br />

reference rate. The market value of such <strong>Note</strong>s typically is more volatile than the market value of floating<br />

rate <strong>Note</strong>s based on the same reference rate (and with otherwise comparable terms). Inverse floating rate<br />

<strong>Note</strong>s are more volatile because an increase in the reference rate not only decreases the interest rate of the<br />

<strong>Note</strong>s, but may also reflect an increase in prevailing interest rates, which further adversely affects the market<br />

value of these <strong>Note</strong>s.<br />

2.5 Risks related to the conversion on Fixed to Floating Rate <strong>Note</strong>s<br />

Fixed to floating rate <strong>Note</strong>s initially bear interest at a fixed rate; conversion <strong>from</strong> a fixed rate to a floating<br />

rate then takes place either automatically or at the option of the Issuer if certain predetermined conditions are<br />

met. The conversion (whether it be automatic or optional) of the interest rate will affect the secondary<br />

market and the market value of the <strong>Note</strong>s since the conversion may lead to a lower overall cost of<br />

borrowing. If a fixed rate is converted to a floating rate, the spread on the fixed to floating rate <strong>Note</strong>s may be<br />

less favourable than then prevailing spreads on comparable floating rate <strong>Note</strong>s tied to the same reference<br />

rate. In addition, the new floating rate at any time may be lower than the rates on other <strong>Note</strong>s.<br />

2.6 The market value of <strong>Note</strong>s issued at a substantial discount or premium may fluctuate more<br />

that on conventional interest-bearing securities<br />

The market values of securities issued at a substantial discount or premium <strong>from</strong> their principal amount tend<br />

to fluctuate more in relation to general changes in interest rates than do prices for conventional interestbearing<br />

securities. Generally, the longer the remaining term of the securities, the greater the price volatility<br />

as compared to conventional interest-bearing securities with comparable maturities.<br />

2.7 Inflation Linked <strong>Note</strong>s<br />

The decision to purchase Inflation Linked <strong>Note</strong>s involves complex financial appreciations and risks as the<br />

inflation cannot be foreseen with certainty. The yield of Inflation Linked <strong>Note</strong>s may be lower than the yield<br />

of non Inflation Linked <strong>Note</strong>s. The Issuer makes no representation as to the tax treatment of such <strong>Note</strong>s or as<br />

to the lawfulness of the purchase of such <strong>Note</strong>s in any jurisdiction.<br />

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