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L
U X E M B O U R G
MEMORIAL
Journal Officiel
du Grand-Duché de
Luxembourg
MEMORIAL
Amtsblatt
des Großherzogtums
Luxemburg
R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S
Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales
et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.
C — N° 1752
7 juillet 2014
SOMMAIRE
RBS Global Banking (Luxembourg) S.A.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84050
84049
L
U X E M B O U R G
RBS Global Banking (Luxembourg) S.A., Société Anonyme.
Siège social: L-1855 Luxembourg, 46, avenue J.F. Kennedy.
R.C.S. Luxembourg B 147.923.
<i>(N.B. Pour des raisons techniques, le début de l'acte est publié au Mémorial C-N° 1751 du 7 juillet 2014.)
District
Court/
Residential
Registry
(Wohnungs-
grundbuch)
of
Volume /
Folio
Inventory/List-
ing /
Boundary /
Parcel / Plot
Registered owner Beneficiary
Inven-
tory
Listing
of
Land
Char-
ge in
Divi-
sion III
Land Charge Amount /
Interest /
Collateral
Performance
Lan
d
Cha
rge
with
Cer
tifi-
cate
(
Yes/
No)
Co
mbi
ned
Lan
d
Cha
rge
(Ye
s/
No)
Königs
Wusterhausen/
Königs
Wusterhausen
-/3827
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3828
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3829
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3830
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3831
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3832
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3833
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3834
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3836
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
-/3839
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
84050
L
U X E M B O U R G
Königs
Wusterhausen
(Luxembourg)
S.A.
Königs
Wusterhausen/
Königs
Wusterhausen
-/3840
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3841
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3842
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3846
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3847
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3848
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3849
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3850
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3851
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3852
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3853
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3854
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
-/3855
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
84051
L
U X E M B O U R G
Wusterhausen
Königs
Wusterhausen/
Königs
Wusterhausen
-/3857
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3858
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3859
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3860
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3861
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3862
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3863
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3864
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3865
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3866
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3867
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3868
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3869
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
84052
L
U X E M B O U R G
Königs
Wusterhausen/
Königs
Wusterhausen
-/3870
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3871
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Königs
Wusterhausen
-/3872
1/ Königs
Wusterhausen
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Königs
Wusterhausen/
Großziethen
-/2296
1/Großziethen GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 9,713,970.27 /
12% p.a. / 8%
No Yes
Lübeck/Lübeck -/61522
1/Gneversdorf GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Lübeck/Lübeck -/60520
1,2/
Gneversdorf
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Lübeck/Lübeck -/61528
1/Gneversdorf GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Lübeck/Lübeck -/61519
1/Gneversdorf GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Lübeck/Lübeck -/61524
1/Gneversdorf GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Lübeck/Lübeck -/61525
1/Gneversdorf GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 1,405,979.64 /
12% p.a./ 8%
No Yes
Nauen/
Falkensee
-/15317
1/Falkensee
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 897,549.95 / 12%
p.a./ 8%
No Yes
Nauen/
Falkensee
-/15318
1/Falkensee
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR 897,549.95 / 12%
p.a./ 8%
No Yes
Pinneberg/
Prisdorf
-/747
1/Prisdorf
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 272,150.25 / 12%
p.a./ 8%
No Yes
Pinneberg/
Prisdorf
-/735
1/Prisdorf
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 272,150.25 / 12%
p.a./ 8%
No Yes
84053
L
U X E M B O U R G
Potsdam/Eiche -/735
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/736
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/737
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/738
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/739
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/740
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/741
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/742
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/743
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/744
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/745
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/746
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/808
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/809
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/810
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
84054
L
U X E M B O U R G
Potsdam/Eiche -/811
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/812
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/813
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/814
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/815
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/816
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/817
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/818
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1204
1, 2/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1206
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1207
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1296
1/Eiche
GGAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1297
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1298
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1299
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
84055
L
U X E M B O U R G
Potsdam/Eiche -/1300
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1659
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1660
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1661
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1662
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1663
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1664
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1665
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1666
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1667
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1668
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1922
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1923
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1709
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1702
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
84056
L
U X E M B O U R G
Potsdam/Eiche -/1703
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1704
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1705
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1706
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1707
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1708
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1693
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1694
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1695
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1696
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1697
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1698
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1699
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1700
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1701
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
84057
L
U X E M B O U R G
Potsdam/Eiche -/1721
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1722
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1723
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1724
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1725
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1726
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1727
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1728
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1729
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1807
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1808
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/1809
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/784
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/785
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/792
1-3/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
84058
L
U X E M B O U R G
Potsdam/Eiche -/793
1-3/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/794
1,2/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/802
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/803
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/804
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/805
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/806
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Potsdam/Eiche -/807
1/Eiche
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR 12,029,976.67 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5094
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5095
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5099
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5142
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5143
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5144
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5145
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
84059
L
U X E M B O U R G
Reinbek/Glinde -/5146
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5147
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5157
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5158
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5159
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5160
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5161
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5162
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5163
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Reinbek/Glinde -/5164
1/Glinde
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,414,261.22 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8640
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/9488
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8663
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/9083
1 and 2/zu1/
Geesthacht
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/9084
1 and 2/zu1/
Geesthacht
GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
84060
L
U X E M B O U R G
Schwarzenbek
/Geesthacht
-/8665
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8666
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8742
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8743
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8744
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8745
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8746
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8747
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8748
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/8749
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/9035
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
Schwarzenbek/
Geesthacht
-/9036
1/Geesthacht GAGFAH First
Property Holding
GmbH & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR 2,253,622.39 /
12% p.a./ 8%
No Yes
District
Court/
Partial
Ownership
Registry
(Teileigentum
sgrundbuch)
of
Volume
/ Folio
Inventory
/Listing /
Boundary
/ Parcel
/ Plot
Registered
owner
Beneficiary
Inventory
Listing
of Land
Charge in
Division
III
Land Charge
Amount /
Interest
Collateral
Performance
Land
Charge
with
Certificate
(Yes/No)
Combined
Land
Charge
(Yes/No)
Königs
Wusterhausen
-/2262
1/
Großziethen
GAGFAH
First
Property
RBS Global
Banking
(Luxembourg)
3
EUR
9,713,970.27/
12% p.a. / 8%
No
Yes
84061
L
U X E M B O U R G
/ Großziethen
Holding
GmbH
& Co. KG
S.A.
Königs
Wusterhausen
/ Großziethen
-/2263
1/
Großziethen
GAGFAH
First
Property
Holding
GmbH
& Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
9,713,970.27/
12% p.a. / 8%
No
Yes
Königs
Wusterhausen
/ Großziethen
-/2264
1/
Großziethen
GAGFAH
First
Property
Holding
GmbH
& Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
9,713,970.27/
12% p.a. / 8%
No
Yes
Königs
Wusterhausen
/ Großziethen
-/2265
1/
Großziethen
GAGFAH
First
Property
Holding
GmbH
& Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
9,713,970.27/
12% p.a. / 8%
No
Yes
SANCHEZ
District
Court/
Land
Registry of
Volume
/ Folio
Inventory
/ Listing /
Boundary
/ Parcel
Plot
Registered
owner
Beneficiary
Inventory
Listing
of Land
Charge in
Division
III
Land Charge
/ Amout /
Interest
Collateral
Performance
Land
Charge
with
certificate
(Yes/No)
combined
Land
Charge
(Yes/No)
Bad
Homburg
/Bad
Homburg
-/6987
1/-/Parce
l16/Plot
43/5
and 2/- /
Parcel16/
Plot 43/6
MSREF
Nero Bad
Homburg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00
/ 15% p.a./ 10%
No
Yes
Bad
Homburg/
Ober
Eschbach
-/3323
1/-/Parcel
4/Plot 240
and 2/- /
Parcel 4
/Plot 241/1
MSREF
Amanda
Bad
Homburg
Zwei
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
131,200,000.00
/ 20% p.a./10%
No
Yes
Bad
Homburg/
Ober
Eschbach
-/3080
1/-/Parcel4/
Plot 245/1
and 2/- /
Parcel4/
Plot 242
and 3/- /
Parcel4/
Plot243
and 4/- /
Parcel4/
Plot 244/1
and 5/- /
Parcel4
/Plot 246
and 9/-/
Parcel 4
/ Plot
241/2
MSREF
Amanda
Bad
Homburg
Eins
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
131,200,000.00
/ 20% p.a./10%
No
Yes
Besigheim/
Bietigheim
-/2282
3/
Bietigheim/
Oarcel 4306
MSREF
Amanda
Süd
RBS Global
Banking
(Luxembourg)
5
EUR
131,200,000.00
/ 15% p.a./10%
No
Yes
84062
L
U X E M B O U R G
/Plot 5070/1 GmbH
S.A.
Bielefeld/
Bielefeld
-/34346 3/Bielefeld/
Parcel 74
/Plot 669
and 4/
Bielefeld/
Parcel 74/
Plot 671
MSREF
Planet
Bielefeld
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Bonn/
Kessenich
-/1577
1/
Kessenich/
Parcel /8/
Plot2380
and 8/
Kessenich/
Parcel 8/
plot 2519
MSREF
Planet
Bonn
Eins
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00
/15 % p.a./10%
No
Yes
Bonn/
Kessenich
-/2425
1/
Kessenich/
Parcel 8/Plot
1921/11 and
2/Kessenich/
Pracel 8/Plot
10/2 and 3/
Kessenich/
Parcel 8/Plot
2497
MSREF
Planet
Bonn Eins
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
340,000,000.00
/15 % p.a./10%
No
Yes
Böblingen/
Sindelfingen
-/16530 3/
Sindelfingen
/Parcel NW
1902/ Plot
1129
MSREF
Amanda
Süd GmbH
RBS Global
Banking
(Luxembourg)
S.A.
6
EUR
131,200,000.00
/ 20% p.a./ 10%
No
Yes
Bonn/
Friesdorf
-/2139
25/
Friesdorf/
Parcel 15/
Plot 3247
MSREF
Planet
Bonn
Zwei
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Bremen/
Altstadt 3
-/865
13/
Altstadt/
Parcel 56/
Plot 80/11
MSREF
Planet
Bremen
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Bremen/
Bremen
Altstadt 2
-/1001
1/Altstadt/
Parcel II/
Plot 1059
MSREF
Planet
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
16
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Bremen/
Bremen
Altstadt 2
-/1098
1/-/Parcel II
/Plot 326
MSREF
Planet
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
19
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Bremen/
Bremen
Altstadt 2
-/1213
All plots.
MSREF
Planet
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Bremen/
Vorstadt R
-/912
2/Vorstadt
R/Parcel
56/Plot
173/4
MSREF
Planet
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Darmstadt/
Darmstadt
Bezirk 5
-/8897
9/
Darmstadt/
Parcel 18/
Plot 197/27
MSREF
Amanda
Süd GmbH
RBS Global
Banking
(Luxembourg)
S.A.
25
EUR
131,200,000.00
/ 20% p.a./ 10%
No
Yes
84063
L
U X E M B O U R G
Dortmund/
Dortmund
-/7749
2/
Dortmund/
Parcel 29/
Plot 549
MSREF
Nero W
est GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
655,000,000.00
/ 15% p.a./ 10%
No
Yes
Dortmund/
Dortmund
-/51980 19/
Dortmund/
Parcel 3/
Plot 180
MSREF
Planet
Dortmund
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00
/ 15% p.a./10%
No
Yes
Dortmund/
Dortmund
-/24165 1/
Dortmund/
Parcel 3/
Plot 183
MSREF
Planet
Dortmund
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
2,120,000.00/
15% p.a./10%
No
Yes
Dortmund/
Dortmund
-/26605 1/
Dortmund/
Plot 22/
Parcel 262
Commerz-
Grundbesitz-
Invetmentges
ellschaft
mbH
RBS Global
Banking
(Luxembourg)
S.A.
32
EUR
655,000,000.00
/ 15% p.a./ 10%
No
Yes
Dortmund/
Dortmund
-/7749
2/
Dortmund/
Parcel 29/
Plot 549
Commerz-
Grundbesitz-
Invetmentges
ellschaft
mbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Dortmund/
Dortmund C
-/6535
1/
Dortmund/
Parcel 22/
Plot 310
Commerz-
Grundbesitz-
Invetmentges
ellschaft
mbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Duisburg/
Duisburg
-/7019
5/Duisburg
III/Parcel
326/Plot 242
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
23
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Duisburg/
Duisburg
-/
14729A
3/-/Parcel
17 /Plot 14
and 4/-/
Parcel 17
/Plot 215
MSREF
Amanda
Duisburg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
131,200,000.00
/ 20% p.a./ 10%
No
Yes
Duisburg/
Duisburg
-/17700 1/
Duisburg/
Parcel 17/
Plot 235
MSREF
Amanda
Duisburg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Düsseldorf/
Derendorf
-/7890
1/
Derendorf
/Parcel 1/
Plot 472
MSREF
Planet
Düsseldorf
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15 % p.a./10%
No
Yes
Düsseldor/
Derendorf
-/8265
1/
Derendorf
/Parcel 1/
Plot 516
MSREF
Nero
Düsseldorf
Zwei
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
12
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Düsseldorf
/Flingern
-/4082
13/Flingern/
Parcel 26/
Plot 23 and
14/Flingern
/Parcel 26/
Plot 22
MSREF
Planet W
est GmbH
RBS Global
Banking
(Luxembourg)
S.A.
9
EUR
340,000,000.00/
15 % p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/4716A 2/
Pempelfort/
Parcel 5/
Plot 224
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
13
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Düsseldorf/
-/6301
3/
MSREF
RBS Global
16
EUR
No
Yes
84064
L
U X E M B O U R G
Pempelfort
Pempelfort/
Parcel 4/
Plot 7
Amanda
Neinrd
Banking
(Luxembourg)
S.A.
131,200,000.00/
20% p.a./ 10%
Düsseldorf/
Pempelfort
-/13626 All plots.
MSREF
Nero
Düsseldorf
Eins
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Düsseldorf/
Pempelfort
-/13627 All plots.
MSREF
Nero W
est GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Düsseldorf/
Pempelfort
-/13628 All plots.
MSREF
Nero
Düsseldorf
Drei
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Düsseldorf
/Rath
-/1799
All plots.
MSREF
Nero
Düsseldorf
Vier GmbH
RBS Global
Banking
(Luxembourg)
S.A.
44
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Düsseldorf/
Mörsenbroich
-/598
11/-/ Parcel
6/Plot 491
MSREF
Nero
Düsseldorf
Fünf GmbH
RBS Global
Banking
(Luxembourg)
S.A.
21
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Erfurt/
Erfurt Süd
-/9668
All plots.
MSREF
Planet Erfurt
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
5,614,000.00/
15% p.a./ 10%
No
Yes
Erfurt/
Erfurt Mitte
-/396
1/Erfurt-
Mitte/Parcel
124/Plot 10
MSREF
Planet
Ost GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
572,000.00/
15% p.a./ 10%
No
Yes
Erfurt/
Erfurt Mitte
-/529
-/Erfurt-
Mitte/Parcel
141/Plot128
MSREF
Planet
Ost GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,427,000.00/
15% p.a./ 10%
No
Yes
Essen/
Bergerhausen
-/3519
2/
Bergerhaus
en/Parcel
17/Plot 295
and 6/
Bergerhaus
en/Parcel
17/ Plot 328
MSREF
Amanda
Essen Zwei
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Essen/
Bergerhausen
-/5209
All plots.
MSREF
Amanda
Essen Eins
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Frankfurt
Höchst/
Eschborn
-/7139
1,2,3/
Eschborn/
Parcel 30/
Plots 51/6,
51/9, 100
MSREF
Nero West
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Frankfurt
am Main/
Rödelheim
-/3341
5/40/Parcel
23/Plot 80/
1 and 7/40/
Parcel 23/
Plot 105/2
ABL
Imobilienbete
iligungsgesell
schaft mbH
& CO KG
RBS Global
Banking
(Luxembourg)
S.A.
26
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Frankfurt
-/7451
-/-/Parcel
Commerz-
RBS Global
6
EUR
No
Yes
84065
L
U X E M B O U R G
am Main/
Frankfurt
Bezirk 1
45/Plot 8/3 Grundbesitz-
Invetmentges
ellschaft mbH
Banking
(Luxembourg)
S.A.
655,000,000.00/
15% p.a.
Frankfurt
am Main/
Frankfurt
Bezirk 1
-/8134
-/-/Parcel
45/Plot 8/3
Commerz-
Grundbesitz-
Invetmentges
ellschaft mbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
655,000,000.00/
15% p.a.
No
Yes
Frankfurt
am Main/
Frankfurt
Bezirk 9
-/771
2/Parcel 87/
Plot 32/21
and 11/
Parcel 87/
Plot 16/15
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Frankfurt
am Main/
Frankfurt
Bezirk 16
/1561
1/-/Parcel
221/Plot
165/5 and
5/-/Parcel
221/Plot
5/20 and
6/-/Parcel 21
/Plot 5/21
AXA
Lebensversic
herung
Aktiengesell
schaft
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Frankfurt
am Main/
Frankfurt
Bezirk 17
-/1683
-/-/Parcel
283/ Plot
163/44
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Frankfurt
am Main/
Frankfurt
Bezirk 19
-/1419
1-4,6-11/-/-/
-
Colonia
Versicherung
Aktiengesell
schaft
RBS Global
Banking
(Luxembourg)
S.A.
8
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Frankfurt/
Frankfurt
Bezirk 34
-/12178 1/
Bockenheim
/Parcel 19/
Plot 11/89
MSREF
Nero
Frankfurt
Zwei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Frankfurt
am Main/
Nieder-
Eschbach
-/3439
2/Nieder-
Eschbach/
Parcel 2/
Plot 502
Commerz-
Grundbesitz-
Invetmentges
ellschaft mbH
RBS Global
Banking
(Luxembourg)
S.A.
6
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Frankfurt/
Schwanheim
-/4846
1,3/-/-/-
Commerz-
Grundbesitz-
Invetmentges
ellschaft mbH
RBS Global
Banking
(Luxembourg)
S.A.
10
EUR
655,000,000.00/
15% p.a./ 5%
No
Friedberg/
Bad Nauheim
-/4957
-/Bad
Nauheim/
Parcel 2/
Plot 299/1
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
7
EUR
131,2000,000.0
0/
20% p.a./ 10%
No
Yes
Halle/
Saalkreis/Halle
-/26861 All plots.
MSREF
Planet Ost
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Hamburg/
Altstadt-
Neinrd
43/1830 6/-/-/
Plot 808
Commerz-
Grundbesitz-
Invetmentges
ellschaft mbH
RBS Global
Banking
(Luxembourg)
S.A.
15
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Hamburg/
Fuhlsbüttel
127/
4363
1/
Fuhlsbüttel/-
/Plot 2681
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Hamburg/
-/2957
1/-/-/
Commerz-
RBS Global
1
EUR
No
Yes
84066
L
U X E M B O U R G
Groß-Borstel
Plot 1853
Grundbesitz-
Invetmentges
ellschaft mbH
Banking
(Luxembourg)
S.A.
655,000,000.00/
15% p.a./ 10%
Hamburg/
St.Georg
Neinrd
-/1872
7/-/-/-
MSREF
Planet
Hamburg
Drei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Hamburg/
St.Georg Süd
-/2115
1/St.Georg
Süd/-/-
MSREF
Planet
Hamburg
Vier GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Hamburg/
St.Gerorg
Neinrd
36/
1540
3/
St.Georg/- /
Plot 374
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
7
EUR
340,000,000.00/
15 % p.a./10%
No
Yes
Hamburg-
Wandsbeck/
Hinschenfelde
-/1901
4/
Hinschenfel
de
/Parcel 11/
Plot 1750
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
21
EUR
340,000,000.00/
15 % p.a./10%
No
Yes
HanNeinver/
Laatzen
-/5304
All plots.
MSREF
Plane Laatzen
GmbH & Co.
KG
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
8,094,000.00/
15% p.a./10%
No
No
HanNeinver/
Büthersworth
-/2022A 3/
HanNeinver
/Parcel 13/
Plot
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
19
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
HanNeinver/
Döhren
-/4139
3/Döhren/
Parcel 5/
Plot 11/67
and
5/Döhren/
Parcel-5/
Plot 11/69
and
6/Döhren/
Parcel-5/
Plots
11/76, 11/77
MSREF
Palnet
HanNeinver
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
HanNeinver/
Vorort
-/1324
1/
HanNein-
ver/
Plot 4/Parcel
220/34
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
9
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
HanNeinver/
Vorort
-/1325
1/
HanNeinver
/Parcel 4/
Plot 201/1
and
2/
HanNeinver
/Parcel 4/
Plot 201/1
and 4/
HanNeinver
/Parcel
4/Plots
MSREF
Amanda
HanNeinver
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
8
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Karlsruhe/
-/61054 1/map- 89.6 MSREF
RBS Global
1
EUR
No
No
84067
L
U X E M B O U R G
Karlsruhe
/Plot 750
and 2
/map- 89.67/
Plot 751
Planet Süd
GmbH
Banking
(Luxembourg)
S.A.
2,324,000.00/
15% p.a./ 10%
Kassel/Kassel -/7418
2/Kassel/
Parcel 12/
Plot 401/81
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
7
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Kassel/Kassel -/7696
11/Kassel/
Parcel 9/
Plot 129/14
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/Köln
-/13590 1/Köln/
Parcel 2/
Plot 665/116
and 2/Köln/
Parcel 2/
Plot 322
MSREF
Planet Köln
Zwei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/Köln
-/40957 1/Köln/
Parcel 35/
Plot
3480/266
and 2/Köln/
Parcel 35/
Plot
3480/266
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/Köln
-/40984 All plots.
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/Köln
-/41338 1/Köln/
Parcel 36/
Plot 747/120
and 1/Köln/
Parcel 36/
Plot 761/120
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/
Müngersdorf
-/40677 1/Köln/
Parcel 77/
Plot 1882
MSREF
Planet Köln
Eins GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Köln/
Wichheim-
Schweinheim
-/7296
6/
Wichheim-
Schwein-
heim/
Parcel 13/
Plot 2113
MSRED
Amanda
Köln GmbH,
Frankfurt
am Main
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
131,2000,000.0
0/
20% p.a./ 10%
No
Yes
Leipzig/Leipzig -/6726
1/Leipzig/- /
Plot 3644
MSREF
Planet Ost
GmbH,
Frankfurt
am Main
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Leipzig/Leipzig -/5537
1/Leipzig/- /
Plot 1998
MSREF
Planet Ost
GmbH,
Frankfurt
am Main
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Leipzig/Leipzig -/434
4/Leipzig/- /
Plot 12 and
5/Leipzig/- /
Plot 13 and
MSREF
Planet Ost
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
84068
L
U X E M B O U R G
6/Leipzig/- /
Plot 14
Leipzig/Leipzig -/3026
1/Leipzig/- /
Plot 2695
MSREF
Planet Ost
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Lübeck/
Lübeck
-/6057
5/Parcel 15/
Plots 47/21,
47/45,
266/25
MSREF
Nero Neinrd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Mainz/Mainz -/10096 5/-/-/
Plot 395/2
and 6/-/-/
Plot 41/8
and 7/-/-/
Plot 41/5
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
5,137,000.00/
15% p.a./10%
No
No
Mainz/Mainz -/16530 5/Mainz/
Parcel 6/
Plot 395/2
and 6/Mainz/
Parcel 6/
Plot 41/8
and 7/Mainz/
Parcel 6/
Plot 41/5
AXA
Investment
Managers
Deutschland
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
5,137,000.22/
15% p.a./10%
No
No
Mannheim/
Mannheim
-/52828 3/-/-/-
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Mannheim/
Mannheim
-/34414 4/-/-/
Plot 5825/36
MSREF
Amanda
Mannheim
Eins GmbH
50,68%
and
MSREF
Amanda
Mannheim
Zwei GmbH
49,32%
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Mettmann/
Erkrath
-/7074
1/-/Parcel
26/
Plot 97
MSREF
Nero W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
12
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
München/
Freimann
141/
4862
All plots.
MSREF
Nero
München
Drei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
München/
Freimann
81/
2912
All plots.
MSREF
Nero
München
Zwei GmbH,
Frankfurt
am Main
RBS Global
Banking
(Luxembourg)
S.A.
14
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
München/
Forstenried
-/10719 1/-/-/-
Commerz-
Grundbesitz-
Invetmentges
ellschaft mbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
23,835,000.00/
15% p.a./ 10%
No
No
München/
Neuhausen
230-/
6214
2/Neuhau-
sen
MSREF
Planet
RBS Global
Banking
1
EUR
340,000,000.00/
No
Yes
84069
L
U X E M B O U R G
/ /Plot 405 München
Eins GmbH
(Luxembourg)
S.A.
15% p.a./10%
München/
Ludwigs-
Vorstadt
96/
2331
3/-/-/
Plot 7571
and 4/-/-/
Plot 7573
MSREF
Planet
München
Zwei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
7
EUR
340,000,000.00/
15% p.a./10%
No
Yes
München/
Perlach
516/
17667
All plots.
MSREF
Nero
München
Vier GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Müchen/
Laim
274/
8291
All plots.
MSREF
Nero
München
Fünf GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Nürnberg/
St.Peter
-/2901
2/St.Peter/- /
Plot 60/4
MSREF
Planet
Nürnberg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Nürnberg/
St.Peter
-/2974
1/St.Peter/- /
Plot 60/26
MSREF
Planet
Nürnberg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Nürnberg/
St.Peter
-/2986
2/St.Peter/- /
Plot 61/5
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Nürnberg/
St.Peter
-/2997
1/St.Peter/- /
Plot 60/3
and
2/St.Peter/- /
Plot 60/15
MSREF
Planet
Nürnberg
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Nürnberg/
St.Peter
-/3123
1/St.Peter/- /
Plot 51/8
and
2/-/-/-/
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Offenbach
am Main/
Offenbach
-/9022
4, 6/-/-/-
MSREF
Nero
Offenbach
Eins GmbH
RBS Global
Banking
(Luxembourg)
S.A.
11
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Offenbach
am Main/
Offenbach
-/16526 5/-/-/-
MSREF
Nero
Offenbach
Zwei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
7
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Offenbach
am Main/
Offenbach
-/16526 1,4,6/-/-/-
MSREF
Nero
Offenbach
Zwei GmbH
RBS Global
Banking
(Luxembourg)
S.A.
8
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Schöneberg/
Friedenau
-/5604
5/-/Parcel-
54/
Plot 375
MSREF
Nero
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Schöneberg/
Charlotten-
burg
-/25702 1/
Charlotten-
burg/
Parcel 7/
Plot 28/3
MSREF
Planet
Berlin
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Siegburg/
Geistingen
-/4778
5/Geistin-
gen/
Parcel 48/
Plot 119
MSREF
Amanda
Neinrd
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
84070
L
U X E M B O U R G
Stuttgart/
Möhringen
-/12448 All plots.
MSREF
Nero W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Stuttgart/
Stuttgart
-/1326
5/Stuttgart/
Parcel 2509/
Plot 3022/1
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Stuttgart/
Stuttgart
-/19147 2/Stuttgart/
Parcel 2508/
Plot 6691/1
and
2/Stuttgart/
Parcel 2508/
Plot 6691/8
MSREF
Planet
Stuttgart
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
9
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Tempelhof-
Kreuzberg/
Lützowviertel
-/2313
1/-/Parcel
54/
Plot 188
MSREF
Nero Berlin
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
11
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Tempelhof-
Kreuzberg/
Mitte
-/3859N All plots.
MSREF
Amanda
Berlin
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
3
EUR
5,250,000.00/
15% p.a./ 10%
No
No
Ulm/Ulm
-/14786 1/Ulm/
Parcel SO
1260/
Plot 3053
Firma
Office
Immobilien
KG
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
131,200,000.00/
20% p.a./ 10%
No
Yes
Wiesbaden/
Wiesbaden
-/30189 6/-/Parcel 6/
Plot 42/6
MSREF
Nero
Wiesbaden
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
25
EUR
655,000,000.00/
15% p.a./ 10%
No
Yes
Wuppertal/
Elberfeld
-/13373 2/Wupper-
tal/
Parcel 15/
Plot 161 and
3/Wupper-
tal/
Parcel 15/
Plot 122
and
13/Wupper-
tal/
Parcel 15/
Plot 168
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Würzburg/
Sektion IV
194-/
6761
2/Würz-
burg/- /
Plot 8900/1
and
3/ Würz-
burg/-
/Plot 8900
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
340,000,000.00/
15% p.a./10%
No
Yes
District
Court /
Partial
Ownership
Registry
(Teileigentums-
grundbuch)
of
Volume
/ Folio
Inventory
/Listing
/Boundary
/Parcel
/Plot
Registered
owner
Beneficiary
Inventory
Listing of
Land
Charge
in
Division
III
Land
Charge
Amount /
Interest /
Collateral
Performance
Land
Charge
with
Certifi-
cate
(Yes/
No)
Com-
bined
Land
Charge
(Yes/
No)
84071
L
U X E M B O U R G
Düsseldorf/
Pempelfort
-/7464 1/Derendorf
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/7313 2/Pempelfort
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/7314 2/Pempelfort
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/7315 2/Pempelfort
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/7663 1/Pempelfort
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Düsseldorf/
Pempelfort
-/7668 1/Pempelfort
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
4
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Leverkusen/
Wiesdorf
-/298 19/Parcel 19/
Plot 182
MSREF
Planet W est
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
340,000,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15419 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15422 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15430 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15433 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
/15434 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15435 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15436 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15437 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
84072
L
U X E M B O U R G
Tettnang/
Friedrichshafen
-/15438 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15439 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/15440 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
1
EUR
1,933,000.00/
15% p.a./10%
No
Yes
Tettnang/
Friedrichshafen
-/16875 1/Friedrichshafen MSREF
Planet
Friedrichshaf
en GmbH
RBS Global
Banking
(Luxembourg)
S.A.
2
EUR
9,235,000.00/
15% p.a./10%
No
Yes
Cannstatt/
Stuttgart-
Untertürkheim
-/5910 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15 % p.a./10%
Yes
Yes
Stuttgart-Bad
Cannstatt/
Stuttgart-
Untertürkheim
-/5911 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
Yes
Yes
Stuttgart-Bad
Cannstatt/
Stuttgart-
Untertürkheim
-/5912 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
Yes
Yes
Stuttgart-Bad
Cannstatt/
Stuttgart-
Untertürkheim
-/5913 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
Yes
Yes
Stuttgart-Bad
Cannstatt/
Stuttgart-
Untertürkheim
-/5914 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
Yes
Yes
Stuttgart-Bad
Cannstatt/
Stuttgart-
Untertürkheim
-/5920 1/Stuttgart-
Untertürkheim
MSREF
Planet Süd
GmbH
RBS Global
Banking
(Luxembourg)
S.A.
5
EUR
340,000,000.00/
15% p.a./10%
Yes
Yes
SHB
District
Court /
Land
Registry of
Volume
/Folio
Inventory
/Listing
/Boundary
/Parcel
Plot
Registered
owner
Beneficiary
Inventory
Listing of
Land
Charge
in
Division
III
Land
Charge
Amount /
Interest /
Collateral
Performance
Land
Charge
with
Certificate
(Yes/No)
Combined
Land
Charge
(Yes/No)
München/
Unterhaching
350/
13155
7/-/-/
Plots 406,
406/8,
447/6
Gewerbezentru
m Unterhaching
Landthaler
AG & Co. KG
RBS Global
Banking
(Luxembourg)
S.A.
14
EUR
56,000,000.00/
18% p.a./10%
No
No
Annex 3. Articles of Association of RBS plc
Preliminary
1. Non-application of statutory regulations. None of the regulations in Table A in the Companies (Tables A to F)
Regulations 1985 (or any Table A applicable to the Company under any former enactment relating to companies) or the
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model articles for public companies set out in Schedule 3 to the Companies (Model Articles) Regulations 2008 shall apply
to the Company.
2. Definitions and Interpretation. In these presents (if not inconsistent with the subject or context) the words standing
in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in
the second column thereof.
Words
Meanings
address"
Includes any number or address (including, in the case of a proxy appointment,
an identification number of a participant in the relevant system) used for the
purposes of sending or receiving documents or information by electronic
means.
"Applicable Exchange Rate"
Such market rate of exchange as the Directors may consider appropriate for
the purchase of any relevant Foreign Currency for Sterling or for any other
Foreign Currency on such date as the Directors may consider appropriate.
"Category II Non-cumulative Dollar
Preference Share"
The meaning given in Article 4(C)(1).
"Certificated share"
A share which is not an uncertificated share.
"company communications
provisions"
The same meaning as in Section 1143 of the 2006 Act.
“Directors"
The Board of Directors of the Company, or an authorised Committee thereof.
"Dividend"
Dividend and/or bonus.
"Early Redemption Date"
31 July 2009.
"Early Redemption Dollar Shares"
The 254,015,000 Category II Non cumulative Dollar Preference Shares issued
prior to the Early Redemption Date and designated as Series Q, Series S, Series
T, Series U, Series V, Series W, Series X and/or Series Y.
"Early Redemption Euro Shares"
The 2,526,000 Non-cumulative Euro Preference Shares issued prior to the
Early Redemption Date and designated as Series 1, Series 2 and/or Series 4.
"electronic form", "electronic
means" and "hard copy form"
The same respective meanings as in Section 1168 of the 2006 Act.
"Euro" and "€"
The single currency of those member states of the European Union
participating in European Monetary Union from time to time.
"Foreign Currency"
Any lawful currency other than Sterling.
"In Writing"
Written, or produced by any legible and non-transitory substitute for writing,
or partly one and partly another.
"The Joint Venture Agreement"
The Agreement date 17
th
October 1997 made between Virgin Direct (2)
Limited, the Company and Virgin Direct Personal Finance Limited, as amended,
novated, supplemented or replaced from time to time.
"The London Stock Exchange"
The London Stock Exchange Limited.
"London Stock Exchange dealing
day"
A day, other than a Saturday, Sunday or public holiday in the UK when the
London Stock Exchange is open or was due to be open for trading.
"Month"
Calendar month.
"New Preference Shares"
The Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar
Preference Shares, the Non- cumulative Euro Preference Shares, the Category
II Non-cumulative Dollar Preference Shares and the Perpetual Zero Coupon
Preference Shares (which classes of non-cumulative preference shares all rank
pari passu inter se as regards participation in the profits and assets of the
Company), together with any other share in the capital of the Company (other
than the Cumulative Preference Shares) which is expressed to rank as regards
participation in the profits or assets of the Company in some or all respects
pari passu therewith.
"New Shares"
New Preference Shares or any further shares in the capital of the Company
issued subsequent to 27 March 1991.
"Non-cumulative Dollar Preference
Shares"
The Non-cumulative Dollar Preference Shares of US$0.01 each in the capital
of the Company.
"Non-cumulative Euro Preference
Share"
The Non-cumulative Euro Preference Shares of €0.01 each in the capital of the
Company.
"Non-cumulative Sterling Preference
Shares"
The Non-cumulative Sterling Preference Shares of £1 each in the capital of the
Company.
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"Office"
The registered office of the Company for the time being.
"Operator"
A person approved by the Treasury as operator of a relevant system under
the Uncertificated Securities Regulations.
"Paid"
Paid or credited as paid.
"Participating class"
A class of shares title to which is permitted by an Operator to be transferred
by means of a relevant system.
"Relevant system"
Any computer-based system and procedures, permitted by the Uncertificated
Securities Regulations and the rules of the London Stock Exchange, which
enable title to units of a security to be evidenced and transferred without a
written instrument and which facilitate supplementary and incidental matters
and shall include, without limitation, the relevant system of which Euroclear
UK & Ireland Limited is the Operator.
"Seal"
The Common Seal of the Company.
"Securities Seal"
An official seal kept by the Company by virtue of Section 50 of the 2006 Act.
"The Statutes"
The 2006 Act and every other Act (including any orders, regulations or other
subordinate legislation made under it) for the time being in force concerning
companies and affecting the Company.
"Subsidiary undertaking"
A subsidiary undertaking as defined in Section 2 of the 2006 Act.
''These presents"
These Articles of Association in their present form or as from time to time
altered.
''Transfer Office"
The place where the Register of Members is situate for the time being.
"Uncertificated share"
A share of a class which is for the time being a participating class title to which
is recorded in the Register of Members as being held in uncertificated form.
''The Uncertificated Securities
Regulations"
The Uncertificated Securities Regulations 2001 as amended from time to time
and any provisions of or under the Statutes which supplement or replace such
Regulations.
"Undertaking"
An undertaking as defined in Section 1161 of the 2006 Act.
"The United Kingdom"
Great Britain and Northern Ireland "US$" and "Dollars" The lawful currency
for the time being of the United States of America.
"Year"
Calendar Year.
The word "Act" related to a particular year refers to the Companies Act of that year.
The expressions "debenture" and "debenture-holder" shall include "debenture stock" and "debenture stockholder"
respectively.
The expression "Base Rate" means the Base Rate from time to time of the Company.
The expression "Secretary" shall (subject to the provisions of the Statutes) include any deputy secretary, assistant
secretary and any other person appointed by the Directors to perform any of the duties of the Secretary and where two
or more persons are appointed to act as joint secretaries shall include any one of those persons.
The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or
investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.
Words denoting the singular shall include the plural and vice versa. Words denoting the masculine gender shall include
the feminine gender. Words denoting persons shall include partnerships, companies and corporations.
References to any statute or statutory provision shall (if not inconsistent with the subject or context) include any
statutory modification or re-enactment thereof for the time being in force, whether made before, on or after the date
of adoption of these presents.
Any words or expressions defined in the 2006 Act or the Uncertificated Securities Regulations shall (if not inconsistent
with the subject or context) bear the same meaning in these presents, save that the word "company" shall include any
body corporate.
Headings and sub-headings to Articles are inserted for convenience only and shall not affect the construction of these
presents.
Where for any purpose an Ordinary Resolution of the Company is expressed to be required under the provisions of
these presents, a Special Resolution shall also be effective.
The expression "documents" shall include notices, information, notifications, certificates, reports and accounts, financial
statements, forms, offer documents, documents needed for the
- public quotation of securities, deeds, agreements, records, circulars and cheques, warrants or orders in respect of
dividends, distributions or interest, summonses, orders or other legal processes and registers.
Change of name
3. Change of name. The Company may change its name by resolution of the Directors.
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Share rights
4. Share rights. The rights as regards participation in the profits and assets of the Company attaching to the share
capital of the Company shall be as specified or referred to below and in Article 4A:
(A) Non-cumulative sterling preference shares
(1) The Non-cumulative Sterling Preference Shares shall rank pari passu inter se and with all other New Preference
Shares. They shall confer the rights and be subject to the restrictions set out in this Article 4(A) and shall also confer
such further rights (not being inconsistent with the rights set out in this Article 4(A)) as may be attached by the Directors
to such shares in accordance with this Article 4(A) prior to allotment. Whenever the Directors have power under this
Article to determine any of the rights attached to any of the Non-cumulative Sterling Preference Shares, the rights so
determined need not be the same as those attached to the Non-cumulative Sterling Preference Shares then allotted or
in issue. The Non-cumulative Sterling Preference Shares may be issued in one or more separate series, and each series
shall be identified in such manner as the Directors may determine without any such determination or identification
requiring any alteration to these presents.
(2) Each Non-cumulative Sterling Preference Share shall confer the following rights as to participation in the profits
and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:-
(a) Income
the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential
dividend either fixed or not exceeding a specified amount payable in Sterling at such rate on such dates (each a dividend
payment date) in respect of such periods (each a dividend period) and on such other terms and conditions as may be
determined by the Directors prior to allotment thereof. References in these presents to a dividend on the Non-cumulative
Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and
references in this Article 4(A) to dividend payment dates and dividend periods are to dividend payment dates and dividend
periods in respect of the Non-cumulative Sterling Preference Shares only. Such dividends shall be paid in priority to the
payment of any dividends on the Ordinary Shares.
The Non-cumulative Sterling Preference Shares shall rank for dividend pari passu with all other New Preference Shares
expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share
capital in the Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in relation to any particular Noncumulative Sterling Preference Shares
if so determined by the Directors prior to allotment thereof:-
(i) if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in
full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment
in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari
passu therewith as regards participation in profits, then each such dividend shall be declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment
in full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment
in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari
passu therewith as regards participation in profits, then dividends shall be declared by the Directors pro rata for the Non-
cumulative Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable
profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Sterling Pre-
ference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share
on each such Non-cumulative Sterling Preference Shares and other New Preference Share bear to each other. If it shall
subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this
sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any
liability for any loss which any shareholder may suffer in consequence of such payment having been made;
(iii) if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Sterling Preference Shares
would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/
or any of its subsidiaries, then none of such dividend shall be declared or paid;
(iv) subject to sub-paragraphs (v) and (vi) below, the Non-cumulative Sterling Preference Shares shall carry no further
right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any
occasion not paid for the reasons described in sub-paragraphs (ii) or (iii) above, the holders of such shares shall have no
claim in respect of such non-payment;
(v) if any dividend or part thereof on any Non-cumulative Sterling Preference Share is not payable for the reasons
specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special
non-cumulative preferential dividend on the Non-cumulative Sterling Preference Shares at a rate not exceeding £0.01 per
share (but so that reference elsewhere in this Article and in Article 4(B) to any dividend payable on any Non-cumulative
Sterling Preference Shares shall not be treated as including a reference to any such special dividend);
(vi) (A) the provisions of this sub-paragraph (vi) shall apply where any dividend or any part thereof otherwise payable
on a particular dividend payment date on any Non-cumulative Sterling Preference Shares (a Relevant Payment) is, for the
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reasons specified in sub-paragraphs (ii) or (iii) above, not payable and the amounts (if any) standing to the credit of the
Company's profit and loss account together with the amount of the reserves of the Company available for the purpose
are in aggregate sufficient to be applied and capable of being applied in paying up in full at par additional Non-cumulative
Sterling Preference Shares on the basis hereinafter provided in this sub- paragraph (vi);
(B) on the date for payment of the Relevant Payment had such payment been payable in cash, the Directors shall,
subject to the Statutes, allot and issue credited as fully paid to each holder of Non- cumulative Sterling Preference Shares
such additional nominal amount of Non-cumulative Sterling Preference Shares as is equal to an amount determined by
multiplying the cash amount of the Relevant Payment which would have been payable to him had such payment been
made in cash (exclusive of any associated tax credit) by a factor to be determined by the Directors prior to allotment of
the Non-cumulative Sterling Preference Shares;
(C) for the purposes of paying up additional Non-cumulative Sterling Preference Shares to be allotted pursuant to this
sub-paragraph (vi), the Directors shall capitalise, out of such of the accounts or reserves of the Company available for
the purposes as they shall determine (including any Share Premium Account), a sum equal to the aggregate nominal amount
of the additional Non-cumulative Sterling Preference Shares then to be allotted and shall make all appropriations and
applications of such sum and all allotments and issues of fully paid Non-cumulative Sterling Preference Shares for the
purpose of giving effect to this sub-paragraph (vi);
(D) the additional Non-cumulative Sterling Preference Shares so allotted pursuant to this sub-paragraph (vi) shall confer
the same rights and be subject to the same limitations as, and shall rank pari passu and pro rata in all respects with, the
relevant Non-cumulative Sterling Preference Shares save only as regards participation in the Relevant Payment;
(E) if any additional Non-cumulative Sterling Preference Shares falling to be allotted pursuant to this sub- paragraph
(vi) cannot be allotted by reason of any insufficiency in the Company's authorised share capital or in the amount of relevant
securities which the Directors are authorised to allot in accordance with Section 80 of the 1985 Act, the Directors shall
convene a General Meeting, to be held as soon as practicable, for the purpose of considering a Resolution or Resolutions
effecting an appropriate increase in the authorised share capital and granting the Directors appropriate authority to allot
relevant securities; and
(F) the Directors may undertake and do such acts and things as they may consider necessary or expedient for the
purpose of giving effect to the provisions of this sub-paragraph (vi);
(vii) if any date on which dividends are payable on Non-cumulative Sterling Preference Shares is not a day on which
banks in London are open for business, and on which foreign exchange dealings may be conducted in London (a Sterling
Business Day), then payment of the dividend payable on such date will be made on the next succeeding Sterling Business
Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar
month whereupon such payment will be made on the preceding Sterling Business Day;
(viii) dividends payable on Non-cumulative Sterling Preference Shares shall accrue from and to the dates determined
by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a
full dividend period will be calculated on the basis of a 365 day year and the actual number of days elapsed in such period;
(ix) if the dividend stated to be payable on the Non-cumulative Sterling Preference Shares on the most recent dividend
payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in
full, no dividends may be declared on any other share capital of the Company, and no sum may be set aside for the payment
thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be
payable on the Non-cumulative Sterling Preference Shares in respect of the then current dividend period is set aside for
the payment in full of such dividend on the dividend payment date relating to the then current dividend period;
(x) if any dividend stated to be payable on the Non-cumulative Sterling Preference Shares on any dividend payment
date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the
Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company
and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition
thereof, until such time as dividends stated to be payable on the Noncumulative Sterling Preference Shares in respect of
successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid
in full.
(bb) Abrogation of entitlement to dividend
In relation to any particular Non-cumulative Sterling Preference Shares allotted on or after 23 August 2004 , all of the
following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof.
(i) the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend
on such Non-cumulative Sterling Preference Shares, or part thereof, shall not be paid on that dividend payment date. If
the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared and/or
paid. The Directors shall not be bound to give their reasons for exercising their discretion under this sub-paragraph, and
the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum
to provide for payment of that dividend;
(ii) to the extent that any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares is, on any
occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders
of such shares shall have no claim in respect of such non- payment;
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(iii) if any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares has, on any occasion, not
been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (2)(b)(ix) and (x) of this Article 4(A) shall not apply in respect of such non-payment;
(2) such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Non-
cumulative Sterling Preference Shares, or on any preference share capital of the Company expressed to rank pari passu
with the Non- cumulative Sterling Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c)
(subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d)
(subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase
or other acquisition by the Company;
(3) no dividend may be declared or paid on any share capital ranking after the Noncumulative Sterling Preference
Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be
payable on the Non-cumulative Sterling Preference Shares to which the non- payment relates in respect of a dividend
period has thereafter been declared and paid in full; and
(4) the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking
after the Non-cumulative Sterling Preference Shares, and may not set aside any sum nor establish any sinking fund for the
redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-
cumulative Sterling Preference Shares to which the non-payment relates in respect of successive dividend periods together
aggregating no less than twelve months shall thereafter have been declared and paid in full;
(iv) if there is any conflict between the provisions of this paragraph (bb), as they apply to any Non-cumulative Sterling
Preference Shares, and any other provisions of this Article 4(A) applying to such Non-cumulative Sterling Preference
Shares, the provisions of this paragraph (bb) shall prevail. In paragraph (2)(a) of this Article 4(A), the words ", and subject
to the provisions of paragraph (bb) below, if applicable" shall be deemed to be inserted after "if applicable" in the first
sentence, and in paragraph (2)(b) of this Article 4(A), the words "(subject to the provisions of paragraph (bb) below, if
applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in
sub-paragraph (ii);
(v) in determining the sum payable on any Non-cumulative Sterling Preference Shares pursuant to Article 4(A)(2)(c)
(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so
far as such discretion was actually exercised prior to the making of the determination;
(vi) in calculating the aggregate amount of dividends payable in respect of any Noncumulative Sterling Preference Shares
for the purpose of Article 4(A)(3), such calculation shall be made on the assumption that there shall be no exercise by
the Directors of their discretion under sub-paragraph (i) above in respect of such Non-cumulative Sterling Preference
Shares (or any equivalent discretion in respect of any other New Preference Shares); and
(vii) for the avoidance of doubt, no series of Non-cumulative Sterling Preference Shares shall be treated as ranking
after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits,
by reason only of the provisions set out in this paragraph (bb) being included in the terms of issue applicable to that series,
or any dividend on that series not being paid by virtue of this paragraph (bb).
(c) Capital
The right on a winding up or liquidation, voluntary or otherwise, other than (unless otherwise provided by the terms
of issue of such share) a redemption or purchase by the Company of any shares of any class, to receive in Sterling out of
the surplus assets of the Company available for distribution amongst the members:-
(i) pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:-
(A) the amount of any dividend which is due for payment after the date of commencement of winding up or liquidation
but which is payable in respect of a period ending on or before such date; and
(B) any further amount of dividend payable in respect of the period from the preceding dividend payment date to the
date of payment in accordance with this subparagraph
(i) but only to the extent that any such amount or further amount was, or would have been, payable as a dividend in
accordance with or pursuant to this Article 4(A) (other than pursuant to this provision); and
(ii) subject thereto, pari passu with the holders of any other New Preference Shares expressed to rank pari passu
therewith as regards participation in surplus assets and in priority to the holders of the Ordinary Shares of the Company,
a sum equal to the amount paid up or credited as paid up on the Non- cumulative Sterling Preference Shares (including
any premium paid to the Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts
payable in full on the Non-cumulative Sterling Preference Shares and on any other New Preference Shares expressed to
rank pari passu therewith as regards participation in surplus assets, then the holders of the Non-cumulative Sterling
Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any)
in proportion to the full respective preferential amounts to which they are entitled. Non-cumulative Sterling Preference
Shares shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-
paragraph (2)(c) of this Article 4(A).
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(d) Receipt of Notice
The right to have sent to the holder of each Non-cumulative Sterling Preference Share (at the same time as the same
are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial
Statement, together with notice of any General Meeting of the Company at which such holder is entitled to attend and
vote.
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed
thereat, and the right to seek to requisition a General Meeting of the Company, in such circumstances and to such extent,
if any, as the Directors may determine prior to allotment of the Non-cumulative Sterling Preference Shares.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment of any series of Noncumulative Sterling Preference Shares, de-
termine that such series shall be non-redeemable, each series of Non-cumulative Sterling Preference Shares shall, subject
to the provisions of the Statutes, be redeemable at the option of the Company with the agreement of the holder of each
such share in accordance with the following provisions.
(ii) In the case of any particular Non-cumulative Sterling Preference Shares which are to be so redeemable:-
(A) the Company may, subject thereto, but only with the agreement of the holder of each such Share and subject to
no redemption or purchase being made without the prior consent of the Bank of England, redeem on any Redemption
Date (as hereinafter defined) all or some only of the Non-cumulative Sterling Preference Shares by giving to the holders
of the Non-cumulative Sterling Preference Shares to be redeemed and who have so agreed in writing not less than 14
days’ prior notice in writing (a Notice of Redemption) of the relevant Redemption Date. Redemption Date means, in
relation to any Non-cumulative Sterling Preference Share, any date which either (i) falls no earlier than such date (if any)
as may be fixed by the Directors, prior to allotment of that share, as being the earliest date on which the Company may
redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than thirty years
and one day, after the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above
in relation to that share, falls no earlier than five years and one day after the date of allotment of the Non-cumulative
Sterling Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative Sterling Preference Share so redeemed, in Sterling, the aggregate of
the nominal amount thereof together with any premium paid on issue and together with (in the case of any Non-cumulative
Sterling Preference Shares allotted prior to the coming into force of the Relevant Section) arrears (if any) of dividends
thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the
Redemption Date to the Redemption Date;
(C) in the case of a redemption of some only of the Non- cumulative Sterling Preference Shares in any series, the
Company shall for the purposes of determining the particular Non-cumulative Sterling Preference Shares to be redeemed
cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors
for the time being of the Company;
(D) any Notice of Redemption given under sub- paragraph (ii)(A) above shall specify the applicable Redemption Date,
the particular Non-cumulative Sterling Preference Shares to be redeemed and the redemption price (specifying (in the
case of any Non-cumulative Sterling Preference Shares allotted prior to the coming into force of the Relevant Section)
the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-
cumulative Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or
places at which documents of title in respect of such Non- cumulative Sterling Preference Shares are to be presented
and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date,
the Company shall redeem the particular Noncumulative Sterling Preference Shares to be redeemed on that date subject
to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof
shall affect the validity of the redemption proceedings;
(E) payments in respect of the amount due on redemption of a Non-cumulative Sterling Preference Share shall be
made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than
the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee
with a bank in London. Such payment will be against presentation and surrender of the relative certificate at the place or
one of the places specified in the Notice of Redemption and if any certificate so surrendered includes any Non-cumulative
Sterling Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within 14 days
thereafter issue to the holder, free of charge, a fresh certificate in respect of such Non-cumulative Sterling Preference
Shares. All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the Non-cumulative Sterling Preference Shares due for
redemption shall cease to accrue except on any such Noncumulative Sterling Preference Share in respect of which, upon
the due surrender of the certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due
on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable,
shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the
date of payment of such redemption monies. Such Non-cumulative Sterling Preference Share shall not be treated as having
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been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been
paid;
(G) if the due date for the payment of the redemption monies on any Noncumulative Sterling Preference Share is not
a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business
Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar
month whereupon such payment will be made on the preceding Sterling Business Day; and
(H) the receipt of the holder for the time being of any Non-cumulative Sterling Preference Share (or in the case of
joint holders the receipt of any one of them) in respect of the monies payable on redemption on such Non-cumulative
Sterling Preference Share shall constitute an absolute discharge to the Company;
(iii) upon the redemption of any Non-cumulative Sterling Preference Share the nominal amount of such shares com-
prised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any
further resolution or consent being required.
(3) Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of an
Extraordinary Resolution passed at a separate General Meeting of the holders of the Non-cumulative Sterling Preference
Shares, the Directors shall not, pursuant to Articles 139 or 140, capitalise any part of the amounts available for distribution
and referred to therein if after such capitalisation the aggregate of such amounts would be less than such multiple, if any,
as may be determined by the Directors prior to the first allotment of Non-cumulative Sterling Preference Shares, of the
aggregate amount of the dividends (exclusive of any associated tax credit) payable in the twelve month period following
such capitalisation on the Non-cumulative Sterling Preference Shares then in issue and any other New Preference Shares
then in issue expressed to rank pari passu therewith as regards participation in profits.
(4) (a) Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of an
Extraordinary Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Sterling Preference
Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security
convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other
than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Sterling Pre-
ference Shares;
(b) The special rights attached to any series of Non-cumulative Sterling Preference Shares allotted or in issue shall not
(unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares
ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after
such Non-cumulative Sterling Preference Shares. Any New Shares ranking pari passu with such Non-cumulative Sterling
Preference Shares in some or all respects may without their creation or issue being deemed to vary the special rights
attached to any Non-cumulative Sterling Preference Share then in issue either carrying rights identical in all respects with
such Non-cumulative Sterling Preference Shares or any of them or rights differing therefrom in any respect, including,
but without prejudice to the generality of the foregoing, in that:- (i) the rate of or means of calculating the dividend may
differ and the dividend may be cumulative or non cumulative;
(ii) the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms
of issue thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any Foreign Currency;
(iv) a premium may be payable on return of capital or there may be no such premium; (v) the New Shares may be
redeemable at the option of the holder or of the Company, or may be non- redeemable and if redeemable at the option
of the Company, they may be redeemable at different dates and on different terms from those applying to the Noncu-
mulative Sterling Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards partici-
pation in the profits and assets of the Company pari passu with or after such Non-cumulative Sterling Preference Shares
in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
(B) Non-cumulative dollar preference shares
(1) The Non-cumulative Dollar Preference Shares shall rank pari passu inter se and with all other New Preference
Shares. They shall confer the rights and be subject to the restrictions set out in this Article 4(B) and shall also confer such
further rights (not being inconsistent with the rights set out in this Article 4(B)) as may be attached by the Directors to
such shares in accordance with this Article 4(B) prior to allotment. Whenever the Directors have power under this
Article to determine any of the rights attached to any of the Noncumulative Dollar Preference Shares, the rights so
determined need not be the same as those attached to the Non-cumulative Dollar Preference Shares then allotted or in
issue. The Noncumulative Dollar Preference Shares may be issued in one or more separate series, and each series shall
be identified in such manner as the Directors may determine without any such determination or identification requiring
any alteration to these presents.
(2) Each Non-cumulative Dollar Preference Share shall confer the following rights as to participation in the profits and
assets of the Company, receipt of notices, attendance and voting at meetings and redemption:-
(a) Income
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the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential
dividend not exceeding a specified amount payable in Dollars at such rate (which may be fixed or variable and may be
subject to recalculation at fixed intervals) on such dates (each a dividend payment date) in respect of such periods (each
a dividend period) and on such other terms and conditions as may be determined by the Directors prior to allotment
thereof. References in these presents to a dividend on the Non-cumulative Dollar Preference Shares include a reference
to each dividend in respect of each dividend period applicable thereto and references in this Article 4(B) to dividend
payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative
Dollar Preference Shares only. Such dividends shall be paid in priority to the payment of any dividend on the Ordinary
Shares. The Non-cumulative Dollar Preference Shares shall rank for dividend pari passu with all other New Preference
Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other
share capital in the Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in relation to any particular Noncumulative Dollar Preference Shares
if so determined by the Directors prior to allotment thereof:- (i) if, in the opinion of the Directors, the distributable
profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Dollar Preference
Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date
on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, then each
such dividend shall be declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment
in full of dividends on the Non-cumulative Dollar Preference Shares on any dividend payment date and also the payment
in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari
passu therewith as regards participation in profits, then dividends shall be declared by the Directors pro rata for the Non-
cumulative Dollar Preference Shares and such other New Preference Shares to the extent of the available distributable
profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Dollar Preference
Share and other New Preference Share will bear to each other the same ratio as the dividend accrued per share on each
such Non-cumulative Dollar Preference Share and other New Preference Share bear to each other. If it shall subsequently
appear that any such dividend which has been paid should not, in accordance with the provisions of this subparagraph,
have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss
which any shareholder may suffer in consequence of such payment having been made;
(iii) if in the opinion of the Directors, the payment of any dividend on any Noncumulative Dollar Preference Shares
would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/
or any of its subsidiaries, then none of such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Dollar Preference Shares shall carry no further right to
participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion
not paid for the reasons described in sub-paragraphs (ii) or (iii) above, the holders of such shares shall have no claim in
respect of such non-payment;
(v) if any dividend or part thereof on any Non-cumulative Dollar Preference Share is not payable for the reasons
specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special
non-cumulative preferential dividend on the Non-cumulative Dollar Preference Shares at a rate not exceeding one (1)
US cent per share (but so that reference elsewhere in this Article and in Article 4(A) to any dividend payable on any Non-
cumulative Dollar Preference Shares shall not be treated as including a reference to any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative Dollar Preference Shares is not a day on which
banks in London and the City of New York are open for business, and on which foreign exchange dealings may be
conducted in such cities (a Dollar Business Day), then payment of the dividend payable on such date will be made on the
succeeding Dollar Business Day and without any interest or other payment in respect of such day unless such delay shall
fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;
(vii) dividends payable on Non-cumulative Dollar Preference Shares shall accrue from and to the dates determined by
the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full
dividend period will be calculated on the oasis of twelve 30 day months, a 360 day year and the actual number of days
elapsed in such period;
(viii) if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on the most recent dividend
payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in
full, no dividends may be declared on any other share capital of the Company, and no sum may be set aside for the payment
thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be
payable on the Non-cumulative Dollar Preference Shares in respect of the then current dividend period is set aside for
the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on any dividend payment
date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the
Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Com-
pany, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition
84081
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thereof, until such time as dividends stated to be payable on the Non- cumulative Dollar Preference Shares in respect of
successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid
in full.
(c) Capital
The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms
of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Dollars out of
the surplus assets of the Company available for distribution among the members:
(i) pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:-
(A) the amount of any dividend which is due for payment after the date of commencement of the winding up or
liquidation but which is payable in respect of a period ending on or before such date; and
(B) any further amount of dividend payable in respect of the period from the preceding dividend payment date to the
date of payment in accordance with this sub-paragraph (i);
but only to the extent that any such amount or further amount was, or would have been payable as a dividend in
accordance with or pursuant to this Article 4(B) (other than pursuant to this provision); and
(ii) subject thereto, pari passu with the holders of any other New Preference Shares expressed to rank pari passu
therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up on the Non-cumulative Dollar Preference Shares (including any
premium paid to the Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts
payable in full on the Non-cumulative Dollar Preference Shares and on any other New Preference Share expressed to
rank pari passu therewith as regards participation in surplus assets, then the holders of the Non-cumulative Dollar Pre-
ference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in
proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Dollar Preference
Share shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-paragraph
(2)(c) of this Article 4(B).
(d) Receipt of Notices
The right to have sent to the holder of each Non-cumulative Dollar Preference Share (at the same time as the same
are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial
Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and
vote.
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed
thereat, and the right to seek to requisition a General Meeting of the Company, in such circumstances and to such extent,
if any, as the Directors may determine prior to allotment of the Non-cumulative Dollar Preference Shares, provided that
(notwithstanding the foregoing) each series of Non-cumulative Dollar Preference Shares in issue on 26 February 1998
shall, with effect from that date, entitle the holders thereof to attend any General Meeting the business of which includes
the consideration of a resolution for winding up the Company or any resolution varying or abrogating the special rights
or privileges attached to such shares, and to speak and vote at the relevant meeting in respect of such resolution or
resolutions, but shall not entitle the holders to attend, speak or vote at a general meeting in any other circumstances or
to any greater extent.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment of any series of Noncumulative Dollar Preference Shares, deter-
mine that such series shall be non-redeemable, each series of Non- cumulative Dollar Preference Shares shall, subject to
the provisions of the Statutes, be redeemable at the option of the Company with the agreement of the holder of each
such Share in accordance with the following provisions.
(ii) In the case of any series of Non-cumulative Dollar Preference Shares which are to be so redeemable:- (A) the
Company may, subject thereto, but only with the agreement of the holder of each such Share and subject to no redemption
or purchase being made without the prior consent of the Bank of England, redeem on any Redemption Date (as hereinafter
defined) all or some only of the Non-cumulative Dollar Preference Shares by giving to the holders of the Non-cumulative
Dollar Preference Shares to be redeemed and who have so agreed in writing not less than 30 days nor more than 60
days prior notice in writing (a Notice of Redemption) of the relevant Redemption Date. Redemption Date means, in
relation to a Non-cumulative Dollar Preference Share, any date which falls no earlier than five years and one day after
the date of allotment of the Non- cumulative Dollar Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative Dollar Preference Share so redeemed, in Dollars, the aggregate of the
nominal amount thereof together with any premium paid on issue together with arrears (if any) of dividends thereon
(whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Re-
demption date to the Redemption Date;
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U X E M B O U R G
(C) in the case of a redemption of some only of the Non- cumulative Dollar Preference Shares in any series, the
Company shall for the purpose of determining the particular Non-cumulative Dollar Preference Shares to be redeemed
cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors
for the time being of the Company;
(D) any Notice of Redemption given under sub-paragraph (ii)(A) above shall specify the applicable Redemption Date,
the particular Non-cumulative Dollar Preference Shares to be redeemed and the redemption price (specifying the amount
of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Noncumulative
Dollar Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which
documents of title in respect of such Non-cumulative Dollar Preference Shares are to be presented and surrendered for
redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall
redeem the particular Non-cumulative Dollar Preference Shares to be redeemed on that date subject to the provisions
of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the
validity of the redemption proceedings;
(E) payments in respect of the amount due on redemption of a Non-cumulative Dollar Preference Share shall be made
by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder or joint
holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account
maintained by the payee with a bank in London or in the City of New York. Such payment will be against presentation
and surrender of the relative certificate at the place or one of the places specified in the Notice of Redemption and if any
certificate so surrendered includes any Non-cumulative Dollar Preference Shares not to be redeemed on the relevant
Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh certificate
in respect of such Non- cumulative Dollar Preference Shares. All payments in respect of redemption monies will in all
respects be subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the Non-cumulative Dollar Preference Shares due for
redemption shall cease to accrue except on any such Noncumulative Dollar Preference Share in respect of which, upon
the due surrender of the certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due
on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable,
shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the
date of payment of such redemption monies. Such Non-cumulative Dollar Preference Share shall not be treated as having
been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been
paid;
(G) if the due date for the payment of the redemption monies on any Noncumulative Dollar Preference Shares is not
a Dollar Business Day then payment of such monies will be made on the next succeeding day which is a Dollar Business
Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar
month whereupon such payment will be made on the preceding Dollar Business Day; and
(H) the receipt of the holder for the time being of any Non-cumulative Dollar Preference Share (or in the case of joint
holders the receipt of any one of them) in respect of the monies payable on redemption of such Non-cumulative Dollar
Preference Share shall constitute an absolute discharge to the Company.
(3) (a) Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of an
Extraordinary Resolution passed at a separate General Meeting of the holders of the Non- cumulative Dollar Preference
Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security
convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other
than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Dollar Preference
Shares;
(b) The special rights attached to any series of Non-cumulative Dollar Preference Shares allotted or in issue shall not
(unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares
ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after
such Noncumulative Dollar Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-
cumulative Dollar Preference Shares may without their creation or issue being deemed to vary the special rights attached
to any Non-cumulative Dollar Preference Share then in issue either carry rights identical in all respects with such Non-
cumulative Dollar Preference Shares or any of them or carry rights differing therefrom in any respect, including, but
without prejudice to the generality of the forgoing, in that:-
(i) the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms
of issue thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any Foreign Currency;
(iv) a premium may be payable on return of capital or there may be no such premium;
(v) the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable
and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from
those applying to the Noncumulative Dollar Preference Shares; and
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U X E M B O U R G
(vi) the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards partici-
pation in the profits and assets of the Company pari passu with or after such Non-cumulative Dollar Preference Shares
in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
(C) Category II non-cumulative dollar preference shares
(1) The rights as regards participation in profits and assets of the Company, receipt of notice, attendance and voting
at meetings and redemption attaching to the 332,500,000 Category II Non-cumulative Dollar Preference Shares of US
$0.01 each (the Category II Non-cumulative Dollar Preference Shares) shall be as provided by this Article 4(C).
(2) Article 4(B) (in its present form or as from time to time altered) shall apply to the Category II Non-cumulative
Dollar Preference Shares but with the following modifications:
(a) subject to (b) below, for any reference (however worded and whether express or implied) to Non-cumulative
Dollar Preference Shares there shall be deemed to be substituted a reference to Category II Non-cumulative Dollar
Preference Shares;
(b) references to New Preference Shares shall be deemed to include the Noncumulative Dollar Preference Shares;
(c) save in respect of the Early Redemption Dollar Shares, in Article 4(B)(2)(f)(ii)(A) the last sentence shall be deemed
to be deleted and the following deemed to be substituted therefor:
"Redemption Date means, in relation to any Category II Non-cumulative Dollar Preference Share allotted as a redee-
mable share prior to 10 December 1997, any date which either (i) falls no earlier than such date (if any) as may be fixed
by the Directors, prior to allotment of that share, as being the earliest date on which the Company may redeem such
share, and the date so fixed shall be no earlier than five years and one day, and no later than ten years and one day, after
the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above in relation to that
share, falls no earlier than five years and one day after the date of allotment of the Category II Non-cumulative Dollar
Preference Share to be redeemed, and means, in relation to any Category II Non-cumulative Dollar Preference Share
allotted as a redeemable share on or after 10 December 1997 and prior to 23 February 2000, any date which falls no
earlier than three years and one day (or such longer period, if any, as may be fixed by the Directors prior to allotment
of the share) after the relevant date of allotment, and means, in relation to any Category II Non-cumulative Dollar
Preference Share allotted as a redeemable share on or after 23 February 2000, any date which falls no earlier than five
years and one day (or such longer period, if any, as may be fixed by the Directors prior to allotment of the share) after
the relevant date of allotment; provided that the Directors may determine prior to allotment that a Redemption Date
must, in addition to falling as aforesaid, fall on such anniversary (or on such anniversaries) of the date of allotment as may
be fixed by the Directors prior to allotment;"
(cc) in respect of the Early Redemption Dollar Shares, Article 4(B)(2)(f) (Redemption) shall be deemed to be deleted
and the following deemed to be substituted therefor:
"(f) Redemption of Early Redemption Dollar Shares
(i) All (but not some only) of the Early Redemption Dollar Shares shall, subject to the provisions of the Statutes, be
redeemable at the option of the Company on the Early Redemption Date in accordance with the following provisions;
(ii) There shall be paid on each Early Redemption Dollar Share so redeemed, in Sterling, an amount equal to the sum
of the nominal amount thereof plus any premium paid on issue as converted from Dollars to Sterling using the applicable
exchange rate for the relevant series as set out in the following table:
Series
Applicable
Exchange Rate
Dollar: Sterling
Q . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.7952: 1
S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.8375: 1
T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.7401: 1
U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.8716: 1
V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.9597: 1
W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.0021: 1
X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.0243: 1
Y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.0407: 1
together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from
the dividend payment date last preceding the Early Redemption Date to the Early Redemption Date;
provided that the redemption contemplated by this Article 4(B)(2)(f) shall not take place if the then prevailing exchange
rate of Dollars to £1 Sterling as determined by the Company on the Early Redemption Date is greater than any rate set
out in the table above;
(iii) If the Directors determine to exercise the Company's option to redeem under this Article 4(B)(2)(f), the Company
shall, prior to the Early Redemption Date, give notice of redemption to the holders of the Early Redemption Dollar Shares
and state the place or places at which documents of title in respect of such Early Redemption Dollar Shares are to be
presented and surrendered for redemption. Upon such Early Redemption Date, the Company shall redeem the Early
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Redemption Dollar Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes.
No defect in the giving of any notification thereof shall affect the validity of the redemption proceedings;
(iv) Payments in respect of the amount due on redemption of an Early Redemption Dollar Share shall be made against
presentation and surrender of the relative certificate at the place or one of the places specified by the Company and if
any certificate so surrendered includes any Category II Non-cumulative Dollar Preference Shares not to be redeemed
on the Early Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a
fresh certificate in respect of such Category II Non-cumulative Dollar Preference Shares. All payments in respect of
redemption monies will in all respects be subject to any applicable fiscal or other laws;
(v) As from the Early Redemption Date the dividend on the Early Redemption Dollar Shares due for redemption shall
cease to accrue except on any such Early Redemption Dollar Share in respect of which, upon the due surrender of the
certificate in accordance with sub-paragraph (iv) above, payment of the redemption monies due on the Early Redemption
Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed
to have continued and shall accordingly continue to accrue from the Early Redemption Date to the date of payment of
such redemption monies. Such Early Redemption Dollar Share shall not be treated as having been redeemed until the
redemption monies in question together with the accrued dividend thereon shall have been paid; and
(vi) The receipt of the holder for the time being of any Early Redemption Dollar Share (or in the case of joint holders
the receipt of any one of them) in respect of the monies payable on redemption of such Early Redemption Dollar Share
shall constitute an absolute discharge to the Company."
(d) in relation to any particular Category II Non-cumulative Dollar Preference Shares allotted on or after 23 August
2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof:
(i) the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend
on such Category II Non-cumulative Dollar Preference Shares, or part thereof, shall not be paid on that dividend payment
date. If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared
and/or paid. The Directors shall not be bound to give their reasons for exercising their discretion under this sub-paragraph,
and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a
sum to provide for payment of that dividend;
(ii) to the extent that any dividend or part of a dividend on any Category II Noncumulative Dollar Preference Shares
is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above,
the holders of such shares shall have no claim in respect of such non-payment;
(iii) if any dividend or part of a dividend on any Category II Non-cumulative Dollar Preference Shares has, on any
occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (viii) and (ix) of Article 4(B)(2)(b) shall not apply in respect of such non-payment;
(2) such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Category
II Non-cumulative Dollar Preference Shares, or on any preference share capital of the Company expressed to rank pari
passu with the Category II Non-cumulative Dollar Preference Shares, (b) the setting aside of sums for the payment of
such dividends, (c) (subject to (4) below) the 25 redemption, purchase or other acquisition of shares in the Company by
the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such
redemption, purchase or other acquisition by the Company;
(3) no dividend may be declared or paid on any share capital ranking after the Category II Non-cumulative Dollar
Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated
to be payable on the Category II Non-cumulative Dollar Preference Shares to which the non-payment relates in respect
of a dividend period has thereafter been declared and paid in full; and
(4) the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking
after the Category II Non-cumulative Dollar Preference Shares, and may not set aside any sum nor establish any sinking
fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on
the Category II Non-cumulative Dollar Preference Shares to which the nonpayment relates in respect of successive
dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;
(iv) if there is any conflict between the provisions of this Article 4(C)(2)(d), as they apply to any Category II Non-
cumulative Dollar Preference Shares, and any other provisions of Article 4(B) or this Article 4(C) applying to such
Category II Non- cumulative Dollar Preference Shares, the provisions of this Article 4(C)(2)(d) shall prevail. In Article 4
(B)(2)(a), the words ", and subject to the provisions of Article 4(C)(2)(d), if applicable" shall be deemed to be inserted
after "if applicable" in the first sentence, and in Article 4(B)(2)(b) the words "(subject to the provisions of Article 4(C)(2)
(d), if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall"
in sub-paragraph (ii);
(v) in determining the sum payable on any Category II Non-cumulative Dollar Preference Shares pursuant to Article
4(B)(2)(c)(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded
save in so far as such discretion was actually exercised prior to the making of the determination; and
(vi) for the avoidance of doubt, no series of Category II Non-cumulative Dollar Preference Shares shall be treated as
ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in
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profits, by reason only of the provisions set out in this Article 4(C)(2)(d) being included in the terms of issue applicable
to that series, or any dividend on that series not being paid by virtue of this Article 4(C)(2)(d).
(3) For the avoidance of doubt, the Category II Non-cumulative Dollar Preference Shares are, for the purposes of
Articles 4(A) and 4(B), New Preference Shares expressed to rank pari passu with the Non-cumulative Sterling Preference
Shares and the Non-cumulative Dollar Preference Shares as regards participation in surplus profits and surplus assets.
(D) Perpetual Zero Coupon Preference Shares
The special rights and restrictions attached to and imposed on the Perpetual Zero Coupon Preference Shares are as
follows:
(1) Income
The Perpetual Zero Coupon Preference Shares shall confer upon the holders thereof no right at any time to receive
any dividend.
(2) Capital
On a winding up or on a reduction of capital involving a return of capital (other than redemption or purchase by the
Company of any of its share capital or on a capitalisation issue), the Perpetual Zero Coupon Preference Shares shall
entitle the holders thereof, pari passu with the holders of any other New Preference Shares expressed to rank pari passu
therewith as regards participation in surplus assets, and in priority to the holders of the Ordinary Shares of the Company,
to the repayment of the capital paid up or credited as paid up on the Perpetual Zero Coupon Preference Shares (including
any premium paid to the Company in respect thereof on issue) together also with any arrears or accruals of dividend in
accordance with the rights of all such New Preference Shares.
(3) Redemption
The Perpetual Zero Coupon Preference Shares shall be redeemed upon, and subject to, the following terms and
conditions:
(a) the Company shall, subject to the provisions of the 1985 Act and subject to no redemption being made without
the prior consent of the Bank of England, be entitled at any time to redeem all or any of the Perpetual Zero Coupon
Preference Shares in accordance with this paragraph (D)(3);
(b) there shall be paid on each Perpetual Zero Coupon Preference Share redeemed the aggregate of the capital paid
up or credited as paid up on such Perpetual Zero Coupon Preference Share (including any premium paid to the Company
in respect thereof on issue);
(c) not less than four weeks' and not more than eight weeks' notice of redemption (or such shorter notice as may be
appropriate or agreed for the purposes of Clause 11.4.4 of the Joint Venture Agreement) shall be given by the Company
to the registered holders of the Perpetual Zero Coupon Preference Shares to be redeemed. Such notice shall specify the
time for redemption and the particular shares to be redeemed. In the event of a proposed redemption of Perpetual Zero
Coupon Preference Shares not comprising all the Perpetual Zero Coupon Preference Shares then in issue, the particular
Perpetual Zero Coupon Preference Shares to be redeemed shall be selected by such means as the Directors may de-
termine;
(d) at each time for redemption referred to in sub-paragraph (c), the registered holders of the Perpetual Zero Coupon
Preference Shares to be redeemed shall be bound to deliver to the Company the certificates for the shares to be re-
deemed, and the Company (subject to receipt of the certificates as aforesaid) shall pay to (or to the order of) the registered
holders of the Perpetual Zero Coupon Preference Shares to be redeemed all the monies payable in respect of the
redemption of such shares, and such payment shall be made through a bank if the Company shall think fit. If any certificate
delivered to the Company includes any Perpetual Zero Coupon Preference Shares not redeemed on the occasion for
which the certificate was so delivered, the Company shall issue without charge a fresh certificate for such Perpetual Zero
Coupon Preference Shares;
(e) as from the effecting of redemption in accordance with sub-paragraph (d) above, the Perpetual Zero Coupon
Preference Shares so redeemed shall be extinguished and shall cease to confer any rights upon the holders thereof (except
the right to receive the redemption monies);
(f) if any holder of Perpetual Zero Coupon Preference Shares whose shares are liable to be redeemed under this
paragraph (0)(3) shall fail or refuse to deliver up the certificate for his shares, the Company may retain the redemption
monies until delivery up of the certificate or of an indemnity in respect thereof satisfactory to the Company, and shall
within seven days thereafter pay the redemption monies to the shareholder. No holder of Perpetual Zero Coupon
Preference Shares shall have any claims against the Company for interest on any redemption monies so retained.
(4) Voting
The Perpetual Zero Coupon Preference Shares shall not entitle the holders to receive notice of or to attend or vote
at any General Meeting of the Company unless the business of the meeting includes the consideration of a resolution for
winding up the Company or any resolution varying, altering or abrogating the special rights or privileges attached to the
Perpetual Zero Coupon Preference Shares, in which case the holders thereof shall only be entitled to vote at the relevant
meeting in respect of such resolution or resolutions.
(5) Other rights
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The Perpetual Zero Coupon Preference Shares shall not confer on the holders thereof any further rights to participate
in the profits or assets of the Company or to vote.
(6) Transfer
Perpetual Zero Coupon Preference Shares shall not be transferred or disposed of except in a case comprised in Clause
11.4.4 of the Joint Venture Agreement or in the case of a transfer to which the consent in writing of the holders of all
the Ordinary Shares of the Company in issue is given. Articles 35 and 38 shall take effect subject to the provisions of this
paragraph (D)(6).
(7) Variation of rights and further issues of shares
The rights attaching to the Perpetual Zero Coupon Preference Shares will not be varied by the creation or issue of
any other preference shares or other shares, or any securities convertible into shares of any class, ranking equally with
the Perpetual Zero Coupon Preference Shares in participation in profits or assets, whether such shares carry identical
rights in all respects with the Perpetual Zero Coupon Preference Shares or carry different rights from the Perpetual Zero
Coupon Preference Shares in any respect including, but not limited to, rights as to dividends, premium on a return of
capital, redemption, conversion, denomination and currency of issue.
For the avoidance of doubt, the Perpetual Zero Coupon Preference Shares are, for the purposes of Articles 4(A), 4
(B) and 4(C), New Preference Shares expressed to rank pari passu with the Non-cumulative Sterling Preference Shares,
the Non-cumulative Dollar Preference Shares and the Category II Non-cumulative Dollar Preference Shares as regards
participation in surplus assets.
(E) Non-cumulative Euro Preference Shares
Each Non-cumulative Euro Preference Share shall confer the rights as to participation in the profits and assets of the
Company, receipt of notices, attendance and voting at meetings and redemption specified or referred to in Schedule 1
to these presents ("Schedule 1", which schedule shall be regarded as part of these presents).
(F) Dividend and capital rights of ordinary shares
Subject to the provisions of Article 4 and to the special rights attached to the Non-cumulative Sterling Preference
Shares and the Non-cumulative Dollar Preference Shares and the Perpetual Zero Coupon Preference Shares and the
Category II Non-cumulative Dollar Preference Shares and the Non-cumulative Euro Preference Shares and to any special
rights which are or may be attached to any other class of shares (i) the profits of the Company available for dividend and
resolved to be distributed shall be distributed by way of dividend amongst the holders of the Ordinary Shares and (ii) on
a winding up or liquidation, voluntary or otherwise, the residue, if any, of the surplus assets of the Company available for
distribution amongst the members shall belong to the holders of the Ordinary Shares and be divided amongst them in
proportion to the amounts paid up or credited as paid up on such shares held by them respectively.
4.
A. Non-cumulative preference shares: supplementary provisions
(1) The provisions of Article 4 and Schedule 1 regarding redemption of any series of non-cumulative preference shares
are subject to paragraph (2) below.
(2) Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for
the time being issued, and without prejudice to the Directors' power under Article 5, the Directors may determine the
terms, conditions and manner of redemption of any series of Non-cumulative Sterling Preference Shares, Non-cumulative
Dollar Preference Shares, Category II Non-cumulative Dollar Preference Shares, Noncumulative Euro Preference Shares
or Perpetual Zero Coupon Preference Shares allotted after the date of adoption of these presents prior to allotment
thereof, and such terms, conditions and manner of redemption may differ (in whole or in part) from the provisions in
Article 4 or Schedule 1 regarding redemption which would otherwise apply.
5. Shares with special rights and redeemable shares. Without prejudice to any special rights previously conferred on
the holders of any shares or class of shares for the time being issued (which special rights may be varied or abrogated
only in the manner provided by Article 6), any share in the Company may be issued with such preferred, deferred or
other special rights, or subject to such restrictions, whether in regard to participation in the profits or assets of the
Company, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the
absence of any such determination or pursuance of any power conferred on the Directors by these presents or by
Ordinary Resolution, as the Directors may determine) and subject to the provisions of the Statutes the Company may
issue any shares which are, or at the option of the Company or the holder are to be liable, to be redeemed and the
Directors may determine the terms, conditions and manner of redemption of any such shares.
5A. If, at any time, the Company has convertible securities in issue, the conversion of such convertible securities of
the Company may be effected in such manner as the Directors shall from time to time determine and, without prejudice
to the generality of the foregoing, may be effected by:
(A) a capitalisation of any profit or reserve in accordance with Article 139 and the allotment and issue of fully paid
shares to the holders of the convertible securities;
(B) a share consolidation and/or sub-division;
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(C) an alteration by resolution of the Directors of the terms of the convertible securities including, without limitation,
so as to:
(i) reduce or eliminate any rights to attend, vote or speak at a General Meeting of the Company, any rights to receive
notices or copies of the Company's Annual Report and Accounts and interim financial information, any rights to dividends
and distributions and/or any rights to capital on a winding-up or liquidation;
(ii) provide for the delivery or surrender of the convertible securities to the Company or as it may direct for no
consideration; and
(iii) authorise the Secretary of the Company (or any other person appointed for the purpose by the Directors) as
agent for the holders of the convertible shares to execute on behalf of such holders such documents as are necessary in
connection with such delivery or surrender without obtaining the sanction of the holder or holders thereof,
in each case provided that the relevant holders of the convertible securities have, simultaneously with, or prior to,
such alteration, received the securities (fully paid) to which they are entitled on conversion of the convertible securities;
(D) a redemption or repurchase of securities out of the profits of the Company which would otherwise be available
for distribution to the holders of any class of shares with the holders of the convertible securities subscribing for or
acquiring, simultaneously with such redemption or repurchase, the appropriate number of securities (fully paid) to which
they are entitled on conversion of the convertible securities and the holders shall be deemed irrevocably to authorise
and instruct the Secretary of the Company (or any other person appointed for the purpose by the Board of Directors)
to subscribe for or acquire such securities, as agent on the holder's behalf; or
(E) a redemption or repurchase of securities out of the proceeds of a fresh issue of shares with the holders of the
convertible securities subscribing for or acquiring, simultaneously with such redemption or repurchase, the appropriate
number of securities (fully paid) to which they are entitled on conversion of the convertible securities and the holders
shall be deemed irrevocably to authorise and instruct the Secretary of the Company (or any other person appointed for
the purpose by the Board of Directors) to subscribe for or acquire such securities, as agent on the holder's behalf,
or any combination of such means.
Variation of rights
6. Method of varying class rights. Whenever the share capital of the Company is divided into different classes of shares,
the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated either with
the consent in writing of the holders of three-fourths of the issued shares of the class or with the sanction of a Special
Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may
be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up.
To every such separate General Meeting all the provisions of these presents relating to General Meetings of the Company
and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at
least holding or representing by proxy one-third in nominal amount of the issued shares of the class (but so that if at any
adjourned meeting a quorum as above defined is not present, any two holders of shares of the class present in person
or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a
poll and that every such holder shall on a poll have one vote for every share of the class held by him. The foregoing
provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares
of any class as if the shares concerned and the remaining shares of such class formed separate classes.
7. When share rights deemed to be varied. The special rights attached to any class of shares having preferential rights
shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or
issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects
pari passu therewith but in no respect in priority thereto.
Alteration of capital
8. New shares. All new shares shall be subject to the provisions of the Statutes and of these presents with reference
to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
9.
(A). Rights on sub-division
Any resolution authorising the Company to sub-divide its shares may determine that, as between the holders of the
shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such
preferred, deferred or other special rights, or be subject to any such 'restrictions, as the Company has power to attach
to unissued or new shares.
(B). Fractions arising
Where there has been a consolidation or division of shares and, as a result, shareholders are entitled to fractions of
shares, the Directors may sell the shares representing the fractions to any person including the Company for the best
price reasonably obtainable and distribute the net proceeds of sale in due proportion among the holders of the shares.
Where the shares to be sold are held in certificated form, the Directors may authorise any person to execute an ins-
trument of transfer of the shares to the purchaser or a person nominated by the purchaser, and where such shares are
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held in uncertificated form, the Directors may do all acts or things they consider necessary or expedient to effect the
transfer of the shares to the purchaser or a person nominated by the purchaser. Where any holder's entitlement to a
portion of the proceeds of sale amounts to less than a minimum figure determined by the Directors in their discretion,
that holder's portion may be distributed to an organisation which is a charity for the purposes of the law of Scotland or
England and Wales. The purchaser of any shares shall not be bound to see to the application of the proceeds of sale, and
his title to the shares not be affected by any irregularity or invalidity of the proceedings in relation to the sale.
10. Purchase of own shares. Unless otherwise provided by the terms of issue, the rights attached to any New Preference
Share shall not be deemed to be varied or abrogated by the purchase or redemption by the Company of any of its shares
ranking as regards participation in the profits or assets of the Company pari passu with or postponed to such share.
Shares
11. Shares at the disposal of the Directors. Subject to the provisions of the Statutes relating to authority, pre-emption
rights and otherwise and of any resolution of the Company in General Meeting passed pursuant thereto and of these
presents, all new shares in the Company shall be at the disposal of the Directors and they may allot (with or without
conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and
on such terms as they think proper. No share in the Company may be allotted (a) for cash in a currency other than that
in which it is denominated or (b) for a consideration other than cash unless the value ascribed thereto is denominated
in the same currency as such share.
12. Commission. In addition to all other powers of paying commissions, the Company may exercise the powers of
paying commissions conferred by the Statutes to the full extent thereby permitted.
The Company may also on any issue of shares pay such brokerage as may be lawful. Subject to the Statutes, any such
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or
partly in one way and partly in another.
13. Renunciation. The Directors may at any time after the allotment of any share but before any person has been
entered in the Register of Members as the holder recognise a renunciation thereof by the allottee in favour of some other
person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and
conditions as the Directors may think fit to impose. In this Article "allottee" includes provisional allottee and any person
in whose favour an allotment has been previously renounced.
14. Interests not recognised. Except as required by law, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of
a share, or (except only as by these presents or by law otherwise provided) any other right in respect of any share, except
an absolute right to the entirety thereof in the registered holder or, in the case of a share warrant, in the bearer of the
warrant for the time being.
Evidence of title to shares
15. Uncertificated Shares.
(A) Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any
class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a
relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical)
to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate
where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with
the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to shares
of any class may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that
title to shares of such a class shall cease to be transferred by means of any particular relevant system. For the avoidance
of doubt, shares which are uncertificated shares shall not be treated as forming a class of shares which are separate from
certificated shares with the same rights.
(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a
participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any
respect with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a relevant system; and
(iii) any provision of the Uncertificated Securities Regulations.
(C) Shares of a class which is for the time being a participating class may be changed from uncertificated form, and
from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities
Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the
shares are held in certificated or uncertificated form as appropriate.
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16. Certificated shares. Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant
system and these presents, every person (except a person to whom the Company is not by law required to issue a
certificate) whose name is entered as a member in the register of members in respect of any shares of any one class upon
the issue or transfer thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one
month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully paid
shares) within fourteen days after lodgement of a transfer or receipt of the relevant Operator-instruction by the Company
or (in the case of a transfer of partly paid shares) within two months after lodgement of a transfer or receipt of the
relevant Operatorinstruction by the Company or (upon payment of such reasonable charge (if any) for every certificate
after the first as the Directors shall from time to time determine) to several certificates, each for one or more of his
shares of any class. Provided that the Company shall not be bound to register more than four persons as the joint holders
of a share and in the case of a share held jointly by several persons the Company shall not be bound to issue more than
one certificate for each class of shares so held and delivery of a certificate to one of such persons shall be deemed sufficient
delivery to all. A member who has transferred some but not all of the shares comprised in a share certificate shall be
entitled to a certificate for the balance without charge.
17. Authentication and form of certificates. Every certificate for shares or debentures or other securities of the Com-
pany shall (except to the extent that the terms and conditions for the time being relating thereto otherwise provide) be
issued under the Seal (or under a Securities Seal or, in the case of shares on a branch register, an official seal for use in
the relevant territory) and (subject as hereinafter provided) shall bear the autographic signatures at least of one Director
and the Secretary. Provided that the Directors may by resolution determine, either generally or in any particular case or
cases, that such signatures or either of them shall be dispensed with or shall be affixed by some method or system of
mechanical signature or that certificates may be signed or authenticated by some other person or persons. Every such
certificate shall specify the number and class of shares, debentures or other securities to which it relates and the amount
paid up thereon. No certificate shall be issued representing shares, debentures or other securities of more than one class.
No certificate need be issued in respect of shares, debentures or other securities held by a recognised clearing house or
a nominee of a recognised clearing house or of a recognised investment exchange or any other person in respect of whom
the Company is not required by law to complete and have ready for delivery a certificate as provided herein. Notwiths-
tanding the foregoing provisions of this Article, the Directors may by resolution determine, either generally or in any
particular case or cases, that certificates for shares, debentures or other securities shall bear the signatures or facsimile
signatures of two authorised officers of the Company and need not be issued under the Seal or the Securities Seal or an
official seal.
18. Cancellation and replacement of certificates.
(A) Any two or more certificates representing shares of any one class held by any member may at his request be
cancelled and a single new certificate for all such shares issued in lieu subject, if the Directors so require, to payment of
the reasonable out of pocket expenses of the Company in providing the same.
(B) If any member shall surrender for cancellation a share certificate representing shares held by him and request the
Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify,
the Directors may, if they think fit, comply with such request.
(C) If a share certificate shall be damaged, defaced, worn out, or alleged to have been lost, stolen or destroyed, it shall
be replaced by a new certificate on request without fee but on such terms (if any) as to evidence and indemnity and to
payment of any exceptional out-of pocket expenses of the Company in investigating the evidence and preparing the
indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the
Company.
(D) In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.
Calls on shares
19. Power to make calls. The Directors may from time to time make calls upon the members in respect of any monies
unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the
terms of issue thereof made payable at fixed times. Each member shall (subject to being given at least fourteen days'
notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified
the amount called on his shares. A call may be revoked or postponed as the Directors may determine.
20. Time when call made. A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be made payable by instalments.
21. Liability of joint holders. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
22. Interest payable. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,
the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding 5 per cent per annum above the Base Rate, or in the absence of any
Base Rate, 20 per cent per annum) as the Directors determine and all expenses that may have been incurred by the
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Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of
such interest and expenses wholly or in part.
23. Deemed calls. Any sum (whether on account of the nominal value of the share or by way of premium) which by
the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these
presents be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes
payable. In the case of non-payment all the relevant provisions of these presents as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
24. Differentiation of calls. The Directors may at any time and from time to time differentiate between the holders as
to the amount of calls to be paid and the times of payment.
25. Payment of calls in advance. The Directors may if they think fit receive from any member willing to advance the
same all or any part of the monies (whether on account of the nominal value of the shares or by way of premium) uncalled
and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon
the shares in respect of which it is made and upon the monies so received (until and to the extent that the same would
but for such advance become payable) the Company may pay interest at such rate (not exceeding the Base Rate or, in
the absence of any Base Rate, 12 per cent per annum) as the member paying such sum and the Directors agree upon.
The Directors may at any time repay monies paid in advance of calls upon giving to the member not less than one month's
notice in writing.
Forfeiture, Surrender and lien
26. Notice requiring payment of calls on default. If a member fails to pay the whole or any part of any call or instalment
of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part
of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment
as is unpaid together with any accrued interest and any costs, charges and expenses incurred by the Company by reason
of such non-payment.
27. Content of notice. The notice shall name a further day (not being less than seven days from the date of service of
the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state
that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be
forfeited.
28. Forfeiture for non compliance. If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which such notice has been given may at any time thereafter, before payment of all calls, interest, costs,
charges and expenses due in respect thereof has been received by the Company, be forfeited by a resolution of the
Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually
paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder. When a share
has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder
of the share or the person entitled by transmission to the share. No forfeiture will be invalidated by any omission to give
such notice. An entry of the fact and date of forfeiture shall be made in the Register of Members.
29. Sale of forfeited shares. A share so forfeited or surrendered shall become the property of the Company and may
(subject to the provisions of the Statutes) be sold, re-allotted or otherwise disposed of either to the person who was
before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and
in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposition the forfeiture or
surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some
person to transfer a forfeited or surrendered share to any such other person as aforesaid.
30. Extinction of rights. A member whose shares have been forfeited or surrendered shall cease to be a member in
respect of the forfeited or surrendered shares but shall notwithstanding the forfeiture or surrender remain liable to pay
to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company
in respect of the shares with interest thereon at 5 per cent per annum above the Base Rate or, in the absence of any
Base Rate, 20 per cent per annum (or in either case such lower rate as the Directors may approve) from the date of
forfeiture or surrender until payment but the Directors may waive payment of such moneys and/or interest either wholly
or in part and the Directors may enforce payment without any allowance for the value of the shares at the time of
forfeiture or surrender.
31. Company to have lien on shares. The Company shall have a first and paramount lien on every share (not being a
fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such
share and the Company shall also, insofar as is permitted by the Statutes, have a first and paramount lien on all shares
(other than fully paid shares) standing registered in the name of a single member for all the debts and liabilities of such
member or his estate to the Company and that whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such member and whether the period for the
payment or discharge of the same shall have actually arrived or not and notwithstanding that the same are joint debts or
liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's
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lien (if any) on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Directors
may waive any lien which has arisen and may declare any share to be exempt wholly or partially from the provisions of
this Article.
32. Enforcement of lien by sale. The Company may sell in such manner as the Directors think fit any share on which
the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable
nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently
payable and giving notice of the intention to sell in default shall have been given to the registered holder for the time
being of the share or the person entitled thereto by reason of death or bankruptcy.
33. Application of proceeds. The net proceeds of such sale after payment of the costs of such sale shall be applied in
or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are
presently payable and any residue shall (upon surrender to the Company for cancellation the certificate (if any) for the
shares sold and subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the
sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors
may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.
34. Giving effect to the sale. A statutory declaration in writing that the declarant is a Director or the Secretary of the
Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated
in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale,
re-allotment or disposal thereof together with the share certificate (if any) delivered to a purchaser or allottee thereof
shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person
to whom the share is sold, reallotted or disposed of shall be registered as the holder of the share and shall not be bound
to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
Transfer of shares
35. Transfers. Subject to such of the restrictions of these presents as may be applicable:
(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner
provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system,
and accordingly no provision of these present shall apply in respect of an uncertificated share to the extent that it requires
or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to
be transferred; and
(ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in
any other form which the Directors may approve.
36. Execution of transfers. The instrument of transfer of a certificated share shall be executed by or on behalf of the
transferor and (except in the case of fully paid shares) by or on behalf of the transferee. The transferor shall be deemed
to remain the holder of the shares concerned until the name of the transferee is entered in the Register of Members in
respect thereof. All instruments of transfer which are registered may be retained by the Company.
37. Right to decline to register transfer of partly paid shares. The Directors may in their absolute discretion and without
assigning any reason therefor decline to register any transfer of shares (not being fully paid shares) provided that where
any such share is listed on the London Stock Exchange, such discretion may not be exercised in such a way as to prevent
dealings in the shares of that class from taking place on an open and proper basis. If the Directors refuse to register a
transfer they shall within two months after the date on which the transfer was lodged with the Company or, in the case
of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send
to the transferee notice of the refusal.
38. Further rights to decline to register transfer.
(A) The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the
Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders
to whom the uncertificated share is to be transferred exceeds four.
(B) The Directors may decline to register any transfer of a certificated share unless:
(i) the instrument of transfer is lodged at the Transfer Office or at such other place as the Directors may from time
to time determine accompanied by the certificate for the shares to which it relates and such other evidence as the
Directors may reasonably require to show the right of the transferor to make the transfer;
(ii) the instrument of transfer is in respect of only one class of share; and
(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does
not exceed four.
39. No fee payable for registration of transfers. No fee will be charged by the Company in respect of the registration
of any instrument of transfer or confirmation or probate or letter of administration or certificate of marriage or death
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or power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry
in the Register of Members affecting the title to any shares.
Destruction of documents
40. Destruction of documents. The Company shall be entitled to destroy (a) all share certificates which have been
cancelled at any time after the expiration of one year from the date of such cancellation. and (b) all notifications of change
of name and address and all dividend mandates which have been cancelled or have ceased to have effect at any time after
the expiration of two years from the date of the recording of such notification or, as the case may be, the date of such
cancellation or cessation, and (c) all instruments of transfer of shares which have been registered at any time after the
expiration of six years from the date of registration thereof, and (d) any other documents on the basis of which any entry
in the Register of Members has been made at any time after the expiration of six years from the date of the first entry
in the Register of Members in respect thereof, and it shall conclusively be presumed in favour of the Company that every
entry in the Register of Members purporting to have been made on the basis of an instrument of transfer or other
document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective do-
cument duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and
effective document in accordance with the recorded particulars thereof in the books or records of the Company.
Provided always that:
(i) The provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice
of any claim (regardless of the parties thereto) to which the document might be relevant;
(ii) Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction
of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company
in the absence of this Article;
(iii) References herein to the destruction of any document include references to the disposal thereof in any manner.
Transmission of shares
41. Transmission. In case of the death of a registered shareholder, the survivors or survivor where the deceased was
a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall
be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article
shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or
jointly held by him.
42.
(A). Registration on death, bankruptcy, etc.
Subject to the provisions of the preceding Article any person becoming entitled to a share in consequence of the death
or bankruptcy of a member or otherwise by operation of law may (subject as provided elsewhere in these presents) upon
such evidence being produced as may from time to time properly be required by the Directors (and in the case of shares
in uncertificated form, subject to the facilities and requirements of the relevant system) either (a) be registered as holder
of the share in a representative capacity or (b) be registered himself as holder of the share or (c) transfer such share to
some other person. The Directors shall, in any case, have the same right to decline or suspend registration as they would
have had in the case of a transfer of the share by that member before his death, bankruptcy or other event giving rise to
the transmission of his entitlement by operation of law, as the case may be.
(B) Election for registration
The intimation to the Company, by or on behalf of any person becoming entitled to a share in accordance with
paragraph (A) of this Article, of the evidence therein required shall be deemed to be a request by such person to be
registered as holder of the share in a representative capacity unless such person shall otherwise elect as aftermentioned,
provided always that such registration shall not impose any personal liability upon such person in respect of the share. If
the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in
writing in a form acceptable to the Directors signed by him stating that he so elects and if he shall elect to have another
person registered he shall testify his election by, in respect of shares in certificated form, executing to that person a
transfer of the share or, in respect of shares in uncertificated form, making such other arrangements as are consistent
with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system for their transfer
to such person. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy
of the member, or other event giving rise to the transmission of his entitlement by operation of law, had not occurred
and the notice or transfer were a transfer signed by that member.
43. Rights of persons entitled by transmission. Save as otherwise provided by or in accordance with these presents, a
person becoming entitled to a registered share in consequence of the death or bankruptcy of a member or otherwise by
operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his
title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if
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he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority
of the Directors) to exercise any right conferred by membership in relation to meetings of the Company until he shall
have been registered as a member in respect of the share; Provided that the Directors may at any time give notice requiring
such person to elect either to be registered or to transfer the share and, if the notice is not complied with within such
period (being not less than 42 days) as the Directors may fix, the Company may thereafter:
(a) withhold payment of all dividends and other monies payable in respect of the share (but any such action shall not
constitute the Company a trustee in respect of any such dividends or other monies) and suspend any other advantages
to which such person would otherwise be entitled in respect of the share until the requirements of the notice have been
complied with; and/or
(b) sell the share at the best price reasonably obtainable in such manner as the Directors think fit and, subject to the
provisions of these presents generally, the provisions of Article 44(B) shall apply to such sale.
Untraced shareholders
44.
(A). Power to dispose of shares of untraced shareholders
The Company shall be entitled to sell at the best price then reasonably obtainable the shares of a member or the
shares to which a person is entitled by virtue of transmission on death or bankruptcy if and provided that:
(i) during the period of twelve years ending on the date of the publication of the advertisement referred to in sub-
paragraph (ii) below (or, if published on different dates, the later or latest thereof) at least three cash dividends (whether
interim or final) have become payable on or in respect of the shares in question but all dividends or other moneys payable
on or in respect of such shares during such period remain unclaimed; and
(ii) the Company shall have inserted an advertisement in one daily newspaper with a national circulation in the United
Kingdom, one Scottish daily newspaper and one newspaper circulating in the area in which the last known address of the
member or the address at which service of notices upon such member or other person may be effected in accordance
with these presents is located, giving notice of its intention to sell the said shares; and
(iii) during the said period of twelve years and the period of three months following the date of the publication of the
said advertisement (or, if published on different dates, the later or latest thereof) the Company shall have received
indication neither of the whereabouts nor of the existence of such member or person; and
(iv) if the shares in question are listed on the London Stock Exchange, notice shall have been given to the London
Stock Exchange of the Company's intention to make such sale.
(B) Sale procedure and application of proceeds
To give effect to any such sale the Company may appoint some person to execute as transferor an instrument of
transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered
holder of, or person entitled by transmission to, such shares and the title of the transferee shall not be affected by any
irregularity or invalidity in the proceedings relating thereto. The Directors may authorise the conversion of shares to be
sold which are certificate-d shares into uncertificated shares, and vice versa (so far as is consistent with the Uncertificated
Securities Regulations and the facilities arid requirements of the relevant system) for their transfer to, or in accordance
with the directions of, the transferee. The net proceeds of sale shall belong to the Company which shall be obliged to
account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds
and shall enter the name of such former member or other person in the books of the Company as a creditor for such
amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the
Company shall riot be required to account for any money earned on the net proceeds, which may be employed in the
business of the Company or invested in such investments (other than shares of the Company or its holding company if
any) as the Directors may from time to time think fit.
Share warrants to bearer
45.
(A). Power to issue share warrants to bearer
Subject to the provisions of the 2006 Act, the Company may issue share warrants to bearer (each a "Warrant") and
the Directors may accordingly, with respect to any share which is fully paid up and with respect to any one or more such
shares as may be specified from time to time in a Warrant (in any case in which they shall in their discretion think fit so
to do) issue a Warrant stating that the bearer of the Warrant is entitled to the shares therein specified, and may in any
case in which a Warrant is so issued provide by coupons or otherwise for payment of the future dividends or other
moneys in respect of the shares included in such Warrant.
(B) Bearer deemed to be a member
Subject to the provisions of these presents and of the 2006 Act and to the terms and conditions for the time being in
force in relation to the relevant Warrant (whether made before or after the issue of such Warrant), the bearer of a
Warrant shall be deemed to be a member of the Company, and shall be entitled to the same privileges and advantages
as if his name had been included in the Register of Members as the holder of the shares specified in such Warrant.
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(C) Meetings
No person shall, as the bearer of a Warrant, be entitled (a) to sign a requisition for calling a meeting, or to give notice
of intention to submit a resolution to a meeting, or (b) to attend or vote by himself or by his proxy or exercise any
privilege as a member at a meeting, unless he shall, in case (a) before or at the time of lodging such requisition, or giving
such notice of intention as aforesaid, or in case (b) four days at least before the day fixed for the meeting, have deposited
at the Office or a bank to be named or approved by the Company for that purpose the Warrant in respect of which he
claims to act, attend or vote as aforesaid (the place at which the Warrant is so deposited being in this Article called "the
depository"), and unless the Warrant shall remain so deposited until after the meeting and any adjournment thereof shall
have been held. The names of more than one person as joint holders of a Warrant shall not be received.
(D) Certificate to attend meetings
To any person so depositing a Warrant there shall be delivered a certificate stating his name and address, and describing
the shares included in the Warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall
entitle him or his proxy, duly appointed as hereinafter provided, to attend and vote at any General Meeting held within
three months from the date of the certificate and prior to delivery up thereof pursuant to paragraph (E) of this Article
in the same way as if he were the registered holder of the shares specified in the certificate.
(E) Return of warrant after meeting
Upon delivery up of the certificate at the depository, the bearer of the certificate shall be entitled to receive the
Warrant in respect of which the certificate was given.
(F) Exercise of other rights
The Holder of a Warrant shall not, save as aforesaid, be entitled to exercise any right as a member unless (if called
upon by any Director or the Secretary so to do) he produce his Warrantor the certificate of its deposit, and state his
name and address.
(G) Issue of new warrants
The Directors may issue new Warrants or coupons in such manner, subject to such conditions arid in respect of such
number of shares as they think fit from time to time and the Directors shall be empowered at any time and from time
to lime to amend any Warrant then in issue so that by virtue of such amendments the number of shares which such
Warrant from time to time represents is accurately shown therein provided that no new Warrant or coupon shall be
issued in place of one lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.
(H) Transfer of shares included in warrant
The shares included in any Warrant shall be transferred by the delivery of the Warrant without any written transfer
and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer
of shares shall not apply.
(I) Coupon for dividend
The delivery to the Company or to a duly authorised agent of the Company of a coupon shall be a good discharge to
the Company for the dividend represented thereby.
(J) Surrender of warrant and registration of holder
Upon surrender of his Warrant to the Company for cancellation, together with all coupons for the future dividends
on the shares comprised in the Warrant and an application in writing signed by him in such form and authenticated in
such manner as the Directors shall require requesting to be registered as a member in respect of the shares included in
the Warrant and stating in such application his name, address and occupation, the bearer of a Warrant shall be entitled
to have his name entered as a member in respect of the shares included in the Warrant, but the Company shall in no
case be responsible for any loss or damage incurred by any person by reason of the Company entering in its Register of
Members, upon surrender of a Warrant, the name of any person not the true and lawful owner of the Warrant surren-
dered.
(K) Terms and conditions
The Directors may determine, and from time to time as they think fit vary, the terms and conditions upon which
Warrants may be issued and any matters incidental thereto. Subject to these presents the bearer of a Warrant shall be
subject to the conditions for the time being in force relating to Warrants whether made before or after the issue of such
Warrant.
General meetings
46. Types of general meetings. An Annual General Meeting shall be held once in every year, at such time (subject to
the Statutes) and place as may be determined by the Directors.
47. Directors' power to call general meetings. The Directors may whenever they think fit, and shall on requisition in
accordance with the Statutes, proceed to convene a General Meeting.
48. Application to class meeting where no variation of rights involved. The provisions of these presents relating to
General Meetings shall apply, with necessary modifications, to any separate meeting of the holders of any class of shares
of the Company held otherwise than in connection with the variation or abrogation of the rights attached to shares of
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the class. All matters to be resolved at any such separate meeting shall, unless otherwise required by these presents or
by statute, be resolved by Special Resolution, meaning for the purposes of this Article a resolution duly passed by a
majority consisting of not less than three-quarters of the votes given upon the resolution at such meeting of which notice
specifying the intention to propose the resolution as a Special Resolution shall have been duly given.
Notice of general meetings
49. Period of-notice. Subject to the Statutes, an Annual General Meeting shall be called by not less than twenty one
days' notice, and any other General Meeting shall be called by not less than fourteen days' notice or by not less than such
m1mmum notice period as is permitted by the Statutes (exclusive in every case of the day on which it is served or deemed
to be served and of the day for which it is given), given in manner specified in these presents to the auditors and to all
members other than such as are not under the provisions of these presents entitled to receive such notices from the
Company: Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified
above shall be deemed to have been duly called if it is so agreed:
(A) in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and
(B) in the case of any other General Meeting by a majority in number of the members having a right to attend and vote
thereat being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.
A notice of General Meeting may specify a time, being not more than 48 hours before the time fixed for the meeting,
by which a person must be entered on the Register of Members in order to have the right to attend or vote at the
meeting. Changes made to the entries on the Register of Members after the time so specified shall be disregarded in
determining the rights of any person to attend or vote at the meeting. In calculating the abovementioned period of 48
hours, no account shall be taken of any part of a day that that is not a working day (within the meaning of section 1173
of the 2006 Act).
50. Contents of notice.
(A) Every notice calling a General Meeting shall specify the place and the day and hour of the meeting, and there shall
appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled
to appoint a proxy to exercise all or any of his rights to attend and to speak and vote at the meeting and that a proxy
need not be a member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
(C) In cases where forms of appointment of proxy are sent out with notices, the accidental omission to send such
forms of appointment of proxy to, or the non-receipt of such forms of appointment of proxy by, any person entitled to
receive notice shall not invalidate the proceedings at any General Meeting.
(D) In the case of any General Meeting at which business other than routine business is to be transacted the notice
shall specify the general nature of such business; and if any resolution is to be proposed as a Special Resolution, the notice
shall contain a statement to that effect.
51. Routine business. Routine business shall mean and include only business transacted at an Annual General Meeting
of the following classes, that is to say:
(A) sanctioning or declaring dividends;
(B) considering and adopting the accounts, the reports of the Directors and Auditors and other documents required
to be annexed to the accounts;
(C) re-appointing the retiring Auditors (unless they were last appointed otherwise than by the Company in General
Meeting);
(D) fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed;
(E) appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement by rotation or otherwise.
<i>(N.B. Pour des raisons techniques, la suite est publiée au Mémorial C-N° 1753 du 7 juillet 2014.)
Signé: J.-M. Lahaye, B. Garbon, M. Loesch.
Enregistré à Remich, le 26 juin 2014. REM/2014/1377. Reçu soixante-quinze euros 75,00 €.
<i>Le Receveur (signé): P. MOLLING.
Pour expédition conforme.
Mondorf-les-Bains, le 27 juin 2014.
Référence de publication: 2014094426/2805.
(140108007) Déposé au registre de commerce et des sociétés de Luxembourg, le 1
er
juillet 2014.
Editeur:
Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg
Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck
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Document Outline
RBS Global Banking (Luxembourg) S.A.