Credit Suisse First Boston International

Transcription

1 Credit Suisse First Boston International Registered as unlimited in England and Wales under No Series NOK 500,000,000 Zero Coupon Index-linked Notes due 2010 Issue Price: 100 per cent. This document constitutes a securities note (the Securities Note ) for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive ). This Securities Note contains information relating to the Securities. This Securities Note shall be read in conjunction with the registration document (the Registration Document ) dated 20 July 2005 containing information in respect of Credit Suisse First Boston International (the Issuer ), as prepared for the purposes of Article 5.3 of the Prospectus Directive. Together, the Registration Document and the Securities Note comprise a prospectus (the Prospectus ) for the Securities, prepared for the purposes of Article 5.1 of the Prospectus Directive. This Securities Note itself comprises three parts. Part one is a summary of the Securities (the Summary ) for the purposes of Article 5.3 of the Prospectus Directive, part two is a pricing supplement (the Pricing Supplement ) which sets out the specific terms and conditions of the Securities and certain information relating thereto and part three is the base terms and conditions of the Securities (the General Conditions ) which are supplemented by the specific terms and conditions set out in the Pricing Supplement. 12 August

2 The Issuer accepts responsibility for the information contained in this Securities Note. To the best of the knowledge and belief of the Issuer, the information contained in this Securities Note is in accordance with the facts and does not omit anything likely to affect the import of such information. Orkla Finans (Kapitalforvaltning) ASA accepts responsibility for the information contained in this Securities Note under the heading Subscription and Sale - Purchase and Offer by Orkla Finans (Kapitalforvaltning) ASA. To the best of the knowledge and belief of Orkla Finans (Kapitalforvaltning) ASA, the information contained under the heading Subscription and Sale - Purchase and Offer by Orkla Finans (Kapitalforvaltning) ASA is in accordance with the facts and does not omit anything likely to affect the import of such information. The delivery of this Securities Note at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof. The Issuer will not be providing any post issuance information in relation to the Securities. This Securities Note has been filed with the Finacial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the UK Listing Authority ). Application has been made to Oslo Børs ASA ( Oslo Børs ) for the Securities issued to be listed and admitted to trading on the regulated market of Oslo Børs. Such market is a regulated market for the purposes of the Investment Services Directive 93/22/EC. Oslo Børs, in its capacity as competent authority in Norway, has been notified of the approval of the Prospectus by the UK Listing Authority in accordance with Article 18 of the Prospectus Directive. In connection with the issue and sale of the Securities, no person is authorised to give any information or to make any representation not contained in the Registration Document or the Securities Note, and neither the Issuer nor the Dealer accepts responsibility for any information or representation so given that is not contained in the Registration Document or the Securities Note. The Registration Document and the Securities Note do not constitute an offer of Securities, and may not be used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the Securities or the distribution of the Registration Document and the Securities Note in any jurisdiction where any such action is required except as specified herein. The distribution of the Registration Document and the Securities Note and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession the Registration Document and the Securities Note comes are required by the Issuer to inform themselves about, and to observe, such restrictions. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ) and are subject to U.S. tax law requirements. Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set forth below under Subscription and Sale. 2

3 SUMMARY Credit Suisse First Boston International Series Zero Coupon Index-linked Notes due 2010 (the Securities ) This summary must be read as an introduction to this Prospectus and any decision to invest in the Securities should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuer in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Description of the Issuer Credit Suisse First Boston International (the Issuer ) is incorporated in England and Wales under the Companies Act 1985, with registered no as an unlimited liability company. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. The Issuer is an English bank and is authorised and regulated as an EU credit institution by The Financial Services Authority ( FSA ) under the Financial Services and Markets Act The FSA has issued a scope of permission notice authorising the Issuer to carry out specified regulated investment activities. The Issuer is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of the Issuer in the event of its liquidation. The joint, several and unlimited liability of the shareholders of the Issuer to meet any insufficiency in the assets of the Issuer will only apply upon liquidation of the Issuer. Therefore, prior to any liquidation of the Issuer, holders of the Securities may only have recourse to the assets of the Issuer and not to those of its shareholders. Its shareholders are Credit Suisse Group, Credit Suisse and Credit Suisse First Boston (International) Holding AG. The Issuer commenced business on 16th July, Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange, commodities and credit. The primary objective of the Issuer is to provide comprehensive treasury and risk management derivative product services worldwide. The Issuer has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets. The Issuer is part of the Credit Suisse First Boston division of Credit Suisse. Credit Suisse is a leading global investment bank, serving institutional, corporate, government and individual clients. Description of the Securities The Securities are NOK denominated, principal-protected zero coupon index-linked notes issued by the Issuer on 12th August 2005 and due to mature in November The principal amount of each Security is NOK 50,000 and the total principal amount of the Securities is NOK 500,000,000. The 3

4 issue price is 100% of the principal amount. The return which will be paid to the investor at maturity, in addition to the amount invested, is linked to the performance of three Components: (i) (ii) (iii) Topix Index Dow Jones EURO STOXX 50 SM Index an equally weighted asian index basket (the Asian Index Basket ) comprised of four other indices ; - ¼ Hang Seng Index - ¼ Strait Times Index - ¼ KOSPI 200 Index - ¼ SET 50 Index. Each of Components (i) and (ii) together with the four constituents of Component (iii) are an Index, together the Indices The Securities may only be redeemed before the maturity date for reasons of default by the Issuer, the imposition of UK withholding tax on payments under the Securities or the illegality of the Issuer s payment obligations or its hedging arrangements. The Securities are registered securities in book entry form and are traded through Verdipapirsentralen (the Norwegian Securities Depository) ( VPS ) Application has been made to list them on the main list of Oslo Børs. The Trustee for the Securities is Law Debenture Trust Corporation p.l.c. Final Redemption Amount When the Securities mature in 2010 investors will receive the Final Redemption Amount which is comprised of: (i) 100% of the principal amount, plus (ii) a potential return on the principal amount which is based on the performance of a basket of the Components as explained below. The potential return is a monthly average of the performance of a re-weighting basket of the three Components from and including 28th October 2008 to and including 28th October 2010 an average of 25 Observation Levels as outlined below. If the return from the basket of Components used for the calculation of the Final Redemption Amount (as explained below) is: (i) less than or equal to 5%, the investor will only receive 100% of the principal amount, (ii) greater than 5%, the investor will receive 100% participation in the excess above the 5%. Observation Dates Levels for each of the Components are taken on 64 monthly Observation Dates (28th of each month) designated Observation Date -3 to 60. Observation Date -3 28th July

5 Observation Date -2 28th August 2005 Observation Date -1 28th September 2005 Observation Date 0 28th October 2005 Monthly until Observation Date 60 28th October Monthly Calculations The percentage performance of each Constituent is calculated monthly (each a Component Performance for a Performance Period ) and recorded at the end of each Performance Period. There are 60 Performance Periods each with three corresponding Component Performances - one for each of the three Components. The first Performance Period, (Performance Period 1 ) starts on Observation Date 0 and ends on Observation Date 1. The final Performance Period (Performance Period 60 ) starts on Observation Date 59 and ends on Observation Date 60. Component Trends and Weights At the start of each Performance Period the weighting applied to each Component Performance is fixed for the relevant Performance Period. This weighting is determined by the percentage performance of the relevant Component over the three month period ending on the start date of such Performance Period (each a Trend Component Performance for a Trend Period ). The first Trend Period (Trend Period 1 ) starts on Observation Date -3 and ends on Observation Date 0, the last Trend Period (Trend Period 60 ) starts on Observation Date 56 and ends on Observation Date 59. There are 60 Trend Periods each with three corresponding Trend Component Performances - one for each of the three Components. The weights applied for the relevant Component Performance over a Performance Period are fixed as: (a) +100% for the Component Performance of the Component with highest Trend Component Performance in the relevant Trend Period. (b) +25% for the Component Performance of the Component with second highest Trend Component Performance in the relevant Trend Period. (c) -25% for the Component Performance of the Component with lowest Trend Component Performance in the relevant Trend Period. The level for the basket of Components as at the Observation Date, from Observation Date 1 onwards, (each a Performance Level ) is then calculated using the Component Performances and the weightings as outlined above. The prevailing overall level for the basket of Components as at the Observation Date, taking into account previous Performance Levels, is also calculated (each an Observation Level ). This is done by multiplying the prevailing Performance Level by all the preceding Performance Levels. The Performance Level for Observation Date o is deemed to be 100%. 5

6 The calculation of the Final Redemption Amount uses an average of the Observation Levels calculated on the Observation Dates (25 levels in total) Please note that the full terms and conditions included in the Securities Note contain provisions dealing with disruptions and adjustments that may affect each Index and the Index levels. The terms and conditions of the Securities are set out in full in the Securities Note. Taxation of Securityholders Resident in Norway Any disposal or redemption of the Securities is treated as realisation of the Securities and any capital gains will be subject to tax at 28%. Costs incurred in connection with the acquisition and realisation of the Securities and any losses on disposal or redemption are deductible from the Securityholder s taxable income. The market value of the Securities on 1 January in the assessment year will be included in the Securityholder s taxable net wealth for municipal and state net wealth tax purposes. The marginal tax rate is currently 1.1%. Limited companies and similar entities are not subject to net wealth taxation. Any changes to applicable tax laws may have a retrospective effect. UK Tax Issues Payments on the Securities will not be subject to UK withholding tax. Risk Factors The terms of the Securities provide that the amount paid to the investor at maturity will be dependent upon the performance of each Index. The amount payable at maturity (but not on any early redemption) is subject to a minimum of 100% of the principal amount. An investment in the Securities is not the same as an investment in any or all of the shares comprised in the Indices or an investment which is directly linked to the Indices. In particular, investors will not benefit from any dividends. The level of the Indices may go down as well as up throughout the term of the Securities. Furthermore, the level of the Indices at any specific date may not reflect their prior or future performance. There can be no assurance as to the future performance of the Indices. Accordingly, before investing in the Securities, prospective investors should carefully consider whether an investment based on the performance of the Indices is suitable for them. The Securities involve complex risks, which include, among other things, share price risks, credit risks, foreign exchange risks, interest rate risks and/or political risks. It is not possible to predict the price at which Securities will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty. Any Securities so purchased may be held or resold or surrendered for cancellation. The market for Securities may be limited. The only way in which a holder can realise value from a Security prior to maturity is to sell it at its then market price in the market, which may be less than the amount initially invested. 6

7 Fluctuations in the prices of the shares comprised in the Indices and in the level of the Indices may affect the value of the Securities. Accordingly, an investment in the Securities is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The levels and basis of taxation on the Securities and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor s individual circumstances. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. Before making any investment decision with respect to the Securities, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances. Summary of Offer by Orkla Finans (Kapitalforvaltning) ASA Under a Purchase Agreement entered into between the Dealer and Orkla Finans (Kapitalforvaltning) ASA ( Orkla Finans ), an investment firm supervised by the Financial Supervisory Authority of Norway, Orkla Finans has agreed to purchase from the Dealer and the Dealer has agreed to sell to Orkla some or all of the Securities subscribed by the Dealer. Orkla Finans has informed the Dealer that it contemplates offering, in its own name and on its own behalf, Securities to the public in Norway from 15 August 2005 to 30 September In respect of such offer of the Securities, a commission is payable to Orka Finans at the following rate: NOK 100,000-2,000, % NOK 2,050,000-3,000, % NOK 3,050,000-5,000, % NOK 5,050,000-10,000, % NOK 10,050,000-20,000, % NOK 20,050,000 or more 0.5% Any offers by Orkla Finans will be made in its own name and on its own behalf and not as an agent of the Issuer or the Dealer and only Orkla Finans will be liable for the offer in Norway. Neither the Issuer nor the Dealer accepts any liability for the offer or sale by Orkla Finans of Securities to the purchasers in Norway. 7

8 PRICING SUPPLEMENT Terms defined in the General Conditions have the same meaning in this Pricing Supplement unless otherwise defined in this Pricing Supplement. In the event of any inconsistency between the Pricing Supplement Terms and the General Conditions, the Pricing Supplement Terms will prevail. RECENT DEVELOPMENTS Since the Registration Document was approved, Financial information relating to Credit Suisse, a majority shareholder of the Issuer, has been published in the form of Supplement D and Supplement E to the Information Statement dated 13 May, 2005, which was incorporated by reference in the Registration Document. Supplement D and Supplement E, dated 3 August, 2005 and 5 August, 2005 respectively, are available to the public on Credit Suisse s website at and are hereby incorporated by reference in the Prospectus. The Second Quarter 2005 Results of Credit Suisse Group, the ultimate parent company of the Issuer, were published on 5 August, This interim financial information is available to the public on Credit Suisse Group s website at and is hereby incorporated by reference in the Prospectus. These Second Quarter 2005 Results are the interim results referred to on page two of Supplement D to the Information Statement. 8

9 RISK FACTORS The terms of the Securities provide that the Final Redemption Amount will be dependent upon the performance of each Index (as defined herein). The Final Redemption Amount of each Security is subject to a minimum of its principal amount. An investment in the Securities is not the same as an investment in any or all of the shares comprised in the Indices or an investment which is directly linked to the Indices. In particular, investors will not benefit from any dividends. The level of the Indices may go down as well as up throughout the term of the Securities. Furthermore, the level of the Indices at any specific date may not reflect their prior or future performance. There can be no assurance as to the future performance of the Indices. Accordingly, before investing in the Securities, prospective investors should carefully consider whether an investment based on the performance of the Indices is suitable for them. The Securities involve complex risks, which include, among other things, share price risks, credit risks, interest rate risks and/or political risks. It is not possible to predict the price at which Securities will trade in the market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty. Any Securities so purchased may be held or resold or surrendered for cancellation. The market for Securities may be limited. The only way in which a holder can realise value from a Security prior to the Maturity Date is to sell it at its then market price in the market which may be less than the amount initially invested. Fluctuations in the prices of the shares comprised in the Indices and in the level of the Indices may affect the value of the Securities. Accordingly, an investment in Securities is only suitable for investors who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The level and basis of taxation on the Securities and any reliefs from such taxation can change at any time. The value of any tax reliefs will depend on an investor s individual circumstances. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. Before making any investment decision with respect to the Securities, any prospective investors should consult their own financial, tax or other advisers as they consider necessary and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances. 9

10 Except as set out below, the Securities will be subject to the General Conditions and the following terms (the Pricing Supplement Terms ): Not Applicable means an item is not applicable in respect of the Securities. Italics in the left column denote a brief explanation of the Pricing Supplement Terms. Words in italics do not form any part of the Pricing Supplement Terms. 1 Series Number: Tranche Number Not Applicable 3 Specified Currency or Currencies: Norwegian Kroner ( NOK ) 4 Aggregate Nominal Amount: (i) Series: (ii) Tranche: NOK 500,000,000 Not Applicable 5 (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount (ii) Net proceeds: NOK 500,000,000 6 Specified Denominations: NOK 50,000 7 Issue Date: 12 August Interest Commencement Date (if different from the Issue Date): Not Applicable 9 Maturity Date: As set out in Schedule 1 below 10 Interest Basis: Not Applicable 11 Redemption/Payment Basis: The Securities will be redeemed in accordance with paragraph 17 below 12 Change of Redemption/Payment Basis: Not Applicable 13 Put/Call Options: Not Applicable PROVISIONS RELATING TO INTEREST 14 Fixed Rate Securities Provisions: Not Applicable 15 Floating Rate Provisions: Not Applicable 16 Zero Coupon Security Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 17 Final Redemption Amount: The Final Redemption Amount in respect of each Security will be determined in accordance with the provisions set out in Schedule 1 below. 18 Early Redemption Amount Early Redemption Amount(s) payable on redemption for taxation or illegality reasons (General Condition 5(c)) or an event of default (General Condition 9) and/or the As set out in the General Conditions 10

11 method of calculating the same (if required or if different from that set out in the General Conditions): 19 Call Option: Not Applicable 20 Put Option: Not Applicable 21 Settlement Currency: (The currency in which the Final Redemption Amount will be paid) GENERAL PROVISIONS The Specified Currency 22 Form of Securities: Registered Securities (i) Temporary or permanent Global Security/Certificate: Not Applicable (ii) Applicable TEFRA exemption: Not Applicable 23 Additional Business Day Centre(s) (General Condition 6(h)) or other special provisions relating to payment dates: 24 Talons for future Coupons or Receipts to be attached to Definitive Securities (and dates on which such Talons mature): 25 Details relating to Partly Paid Securities: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Securities and interest due on late payment: London and Oslo Not Applicable Not Applicable 26 Details relating to Instalment Securities: Not Applicable 27 Stock Exchange(s) to which application will initially be made to list the Securities: (Application may subsequently be made to other stock exchange(s)) 28 Entities (other than stock exchanges) to which application for listing and/or approval of the Securities will be made: Application will be made to the Oslo Børs. However, there is no assurance that the Issuer will be able to effect the listing of the Securities on the Oslo Børs as such listing is subject to the final approval of the Oslo Børs. Not Applicable 29 ISIN Code: NO Common Code: Not Applicable 31 Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Verdipapirsentralen (the Norwegian Securities Depository) ( VPS ) 32 Calculation Agent: Credit Suisse First Boston International 11

12 33 The Agents appointed in respect of the Securities are: Fiscal Agent and Paying Agent: JPMorgan Chase Bank, N.A. Trinity Tower 9 Thomas More Street London E1W 1YT Securities Depository: VPS Biskop Gunnerus Gate 14 A Postboks 4, 0051 Oslo Registrar: (Norwegian kontofører utsteder under the Norwegian Securities Register Act dated 5 July 2002 no. 64): Nordea Bank Norge ASA ( Nordea ) Custody Services Essendrops gate 7 P.O. Box 1166 Sentrum 0107 Oslo 34 Trustee: The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX 35 Dealer(s): (The entity which will initially subscribe the Securities.) 36 Additional steps that may only be taken following approval by Extraordinary Resolution in accordance with General Condition 10(a)): Credit Suisse First Boston (Europe) Limited One Cabot Square London E14 4QJ Not Applicable 12

13 37 Additional Provisions: (a) So long as the Securities are registered in VPS the following provisions shall apply and, notwithstanding any provisions in the General Conditions, may not be amended, modified or set aside other than in such manner as may be acceptable under the Rules, in the sole opinion of VPS: (i) Title to the Securities will pass by transfer between accountholders at VPS perfected in accordance with the legislation, rules and regulations applicable to and/or issued by VPS that are in force and effect from time to time (the Rules ), and General Condition 2 and the final four paragraphs of General Condition 1 shall not apply. No such transfer may take place during the five Oslo Banking Days immediately preceding the Maturity Date or on the Maturity Date. Securityholder and holder means a person in whose name a Security is registered in a VPS Account in the book-entry system of VPS or any other person recognised as a holder of Securities pursuant to the Rules. (ii) No physical notes, such as global temporary or permanent notes or definitive notes, will be issued in respect of the Securities. No Certificates in respect of Securities will be issued and provisions relating to presentation, surrendering or replacement of Certificates in the General Conditions shall not apply. (iii) Payments in respect of the Securities will be effected in the Settlement Currency in accordance with the Rules and General Condition 6(b) shall not apply. Securityholders will not be entitled to any interest or other payment for 13

14 any delay after the due date in receiving the amount due as a result of the due date for payment not being an Oslo Banking Day. (iv) The exceptions set out in General Condition 7(i)-(vi) shall not apply. (v) All Securities will be registered in the book-entry system of VPS. (vi) Any notice to the Issuer pursuant to paragraph 22 above shall be given by the relevant Securityholders by notice in writing in English to the Issuer at its registered office, marked for the attention of the General Counsel Europe, Legal and Compliance Department. (b) The Securities are constituted by a Trust Deed dated 25 September 2002 (the Trust Deed ) between the Issuer and The Law Debenture Trust Corporation p.l.c. (the Trustee ) as trustee for the Securityholders. (c) The amendments to the General Conditions set out in Schedule 2 hereto shall apply in respect of the Securities. (d) So long as Nordea is the Registrar in respect of the Securities Schedule 3 to the Agency Agreement shall be deemed to be replaced by Schedule 2 to the Trust Deed (as defined below), which is reproduced as Schedule 3 hereto, and thereafter Schedule 3 to the Agency Agreement shall be deemed to be replaced by Schedule 1 to the Trust Deed. 14

15 Signed on behalf of the Issuer: By: Duly authorised By: Duly authorised 15

16 SCHEDULE 1 FINAL REDEMPTION AMOUNT 1 Definitions The following definitions apply unless the context otherwise requires. Asian Basket means a basket containing each of the Asian Indices; Asian Index means Asian Index (1), Asian Index (2), Asian Index (3) and/or Asian Index (4) ; Asian Index and j mean, respectively: j Asian Index (j) 1 Hang Seng Index (Bloomberg Code HSI <Index>) 2 Straits Times Index (Bloomberg Code STI <Index>) 3 Kospi 200 Index (Bloomberg Code KOSPI2 <Index>) 4 SET50 Index (Bloomberg Code SET50 <Index>) Asian Index j Price k means, in respect of Asian Index (j), the Index Level of that Index on Observation Date k (where k = - 3 to 60); Banking Day means, in respect of any city, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in such city; c and Component (c) mean as follows: c Component (c) 1 TOPIX Index (Bloomberg Code TPX <Index>) 2 Dow Jones Euro STOXX 50 Index (Bloomberg Code SX5E <Index>) 3 Asian Basket Component means Component (1), Component (2) and/or Component (3) as the context so requires; Component Performance c k means, in respect of Performance Period k and: (i) in respect of Component (1) and Component (2), a percentage determined by the Issuer in accordance with the following formula and rounded up to four decimal places: c Component Price k c Component Price (k - 1) (ii) in respect of Component (3), a percentage determined by the Issuer in accordance with the following formula and rounded up to four decimal places: j= 1 Asian Indexj Price Asian Indexj Price k k 1 16

17 Component Price c k means, in respect of Component (1) or Component (2), the Index Level of the relevant Index on Observation Date k (where k = - 3 to 60); Currency Business Day means a day which is a Banking Day in Oslo; Disrupted Day means, in respect of an Index, any Scheduled Trading Day on which (i) in respect of Component (2), the Sponsor fails to publish the level of the relevant Index, or, in respect of Component (1) and Component (3), the Exchange fails to open for trading during its regular trading session, (ii) any Related Exchange in respect of that Index fails to open for trading during its regular trading session, or (iii) on which a Market Disruption Event in respect of that Index has occurred; Early Closure means, in respect of an Index, the closure on any Exchange Business Day of any relevant Exchange or Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day; Exchange means, in respect of any securities comprised in an Index, the stock exchange(s) (from time to time) on which, in the determination of the relevant Sponsor for the purposes of that Index, such securities are listed; Exchange Business Day means, in respect of an Index, any Scheduled Trading Day on which each relevant Exchange and Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time; Exchange Disruption means, in respect of an Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Issuer) the ability of market participants in general (i) to effect transactions in, or obtain market values for, any security comprised in that Index on any relevant Exchange or (ii) to effect transactions in, or obtain market values for, futures or options relating to that Index on any relevant Related Exchange; Final Redemption Amount means in respect of each Security, an amount, rounded up to the nearest Norwegian Kroner, determined by the Issuer in accordance with the following formula: NA + (NA x Participation x Max , x Observation Level % z ) 25 z= 36 where: NA means Notional Amount; Participation means 100 per cent.; Observation Level Z means, in relation to Observation Date k, a percentage determined by the Issuer in accordance with the following formula: z k= 1 Performance Level k 17

18 where z means the number of Observation Dates from and including Observation Date 1 to and including the relevant Observation Date; Index means each of Component (1), Component (2), Asian Index (1), Asian Index (2), Asian Index (3) and/or Asian Index (4) as the context so requires; Index Level means, in respect of an Index, on any relevant Scheduled Trading Day, the level of the Index determined by the Issuer as at the Valuation Time on such Scheduled Trading Day, as calculated and published by the Sponsor, subject to the provisions of this Schedule; Market Disruption Event means, in respect of an Index, the occurrence or existence during the one hour period that ends at the relevant Valuation Time on any Scheduled Trading Day of a Trading Disruption or an Exchange Disruption which in either case the Issuer determines is material or an Early Closure provided that the securities comprised in the Index in respect of which an Early Closure, Exchange Disruption and/or Trading Disruption occurs or exists amount, in the determination of the Issuer, in aggregate to 20 per cent. or more of the level of the relevant Index. For the purpose of determining whether a Market Disruption Event exists at any time in respect of a security included in the Index at any time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event, as determined by the Issuer; Maturity Date means the later of 11 November 2010 and the eighth Currency Business Day after the last Final Observation Date; Notional Amount means an amount equal to the Specified Denomination; Observation Date k means, in respect of an Index, subject as provided in paragraph 2 of this Schedule, the 28th calendar day of each month from and including 28 July 2005 ( Observation Date -3 ) (Observation Date 0 being 28 October 2005 and Observation Date 1 being 28 November 2005) to and including 28 October 2010 (the Final Observation Date or Observation Date 60 ) (64 Observation Dates in total) or, if any such day is not a Scheduled Trading Day, the next following Scheduled Trading Day provided that if the Final Observation Date is not a Scheduled Trading Day, the preceding Scheduled Trading Day will be the Final Observation Date; Performance Level k (where k=1 to 60) means, on Observation Date k, a percentage determined by the Issuer in accordance with the following formula and rounded up to four places of decimals: where: ( 1.00 x Rank ) + (0.25 x Rank ) (0.25 x Rank ) k k k Rank 1 k means, in relation to Observation Date k, the Component Performance c k of the Component (c) with the highest Trend Component Performance c k in respect of Trend Period k ; Rank 2 k means, in relation to Observation Date k, the Component Performance c k of the Component (c) with the second highest Trend Component Performance c k in respect of Trend Period k ; and Rank 3 k means in relation to Observation Date k, the Component Performance c k of the Component (c) with the lowest Trend Component Performance c k Period k, in respect of Trend 18

19 provided that, (i) if two Components have the same Trend Component Performance c k in respect of Trend Period k then of the two Components the higher Component (where Component (1) is the highest Component and Component (3) is the lowest Components) shall be the relevant Index for the higher Rank Amount of the 2 relevant Rank Amounts (with Rank 1 k being the highest and Rank 3 k being the lowest) and (ii) if all three Components have the same Rank Level c k in respect of the Trend Period k then Component (1) shall be deemed to be the relevant Index for Rank 1 k, Component (2) shall be deemed to be the relevant Index for Rank 2 k and Component (3) shall be deemed to be the relevant Index for Rank 3 k, where: Rank Amounts means, for the purpose of the definition of Performance Level k, Rank 1 k and Rank 2 k or Rank 2 k and Rank 3 k as applicable; Performance Period k (where k = 1 to 60) means the one month period starting on Observation Date (k-1) and ending on Observation Date k ; Trend Component Performance c k means, in respect of Trend Period k and: (i) in respect of Component (1) and Component (2), a percentage determined by the Issuer in accordance with the following formula and rounded up to four decimal places: c Component Price (k - 1) c Component Price (k - 4) (ii) in respect of Component (3), a percentage determined by the Issuer in accordance with the following formula and rounded up to four decimal places: j= 1 Asian Indexj Price Asian Indexj Price k-1 k 4 Trend Period k (where k = 1 to 60) means the three month period starting on Observation Date (k-4) and ending on Observation Date (k-1) ; Related Exchange(s) means, in respect of an Index, such options or futures exchange(s) as the Issuer may, in its absolute discretion, select and notify to Securityholders in accordance with General Condition 13 or in any such case, any transferee or successor exchange; Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside the regular trading session hours; Scheduled Trading Day means, in respect of Component (2), any day on which the Sponsor publishes the level of the Index and each Related Exchange is scheduled to be open for trading for its regular trading sessions or, in relation to Component (1) or Component (3), any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions; Settlement Currency means Norwegian Kroner; 19

20 Sponsor means, in relation to an Index, the corporation or other entity as determined by the Issuer that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments if any, related to the relevant Index, and (b) announces (directly or through an agent) the level of that Index on a regular basis during each Scheduled Trading Day failing whom such person acceptable to the Issuer who calculates and announces the relevant Index or any agent or person acting on behalf of such person; Trading Disruption means, in respect of an Index, any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i) on any relevant Exchange(s) relating to any security comprised in the relevant Index or (ii) in futures or options contracts relating to that Index on any relevant Related Exchange; and Valuation Time means, in relation to an Index, the time with reference to which the Sponsor calculates the closing level of the relevant Index. 2 Disrupted Days If the Issuer determines, in respect of an Index, that any Observation Date (other than the Final Observation Date) is a Disrupted Day in respect of that Index, then that Observation Date for such Index shall be the first succeeding Scheduled Trading Day that is not such a Disrupted Day unless each of the eight Scheduled Trading Days immediately following the original date that, but for the determination by the Issuer of the occurrence of a Disrupted Day, would have been such Observation Date, is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be that Observation Date for that Index notwithstanding the fact that such day is a Disrupted Day, and (ii) the Issuer shall determine the relevant Index Level as of the relevant Valuation Time on that eighth Scheduled Trading Day in accordance with (subject to the provisions of paragraph 3 of this Schedule) the formula for and method of calculating the relevant Index last in effect prior to the occurrence of the first such Disrupted Day using the Exchangetraded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in that Index (or, if the Issuer determines that an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day). If the Issuer determines, in respect of an Index, that the Final Observation Date is a Disrupted Day in respect of that Index, then the Final Observation Date shall be the immediately preceding Scheduled Trading Day which was not such a Disrupted Day. 3 Modification or Discontinuation of an Index (a) (b) If an Index is (i) not calculated and announced by its Sponsor but is calculated and announced by a successor sponsor acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of the relevant Index, then in each case that index (the Successor Index ) shall be deemed to be the relevant Index. If, in the determination of the Issuer (i) on or before any Observation Date in respect of an Index the Sponsor announces that it will make a material change in the formula for or the method of calculating the relevant Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent securities and capitalisation and other routine events) (an Index Modification ) or permanently cancels that Index and no Successor Index exists (an Index Cancellation ) or (ii) on any Observation Date in respect of an Index the Sponsor 20

21 fails to calculate and announce the relevant Index Level (an Index Disruption and together with an Index Modification and an Index Cancellation, each an Index Adjustment Event ), then the Issuer shall calculate the relevant Index Level, using, in lieu of a published level for such Index, the level for that Index as at the Valuation Time on the relevant Observation Date as determined by the Issuer in accordance with the formula for and method of calculating such Index last in effect before that change or failure, but using only those securities that comprised such Index immediately before that Index Adjustment Event (other than those securities that have since ceased to be listed on the relevant Exchange) and shall notify the Fiscal Agent, the Registrar and the Securityholders thereof (in accordance with General Condition 13) provided that if the Issuer determines that the modification is solely of a mathematical nature it may in its discretion alternatively use the published level of the relevant Index and make such consequential changes to the method of calculating the Final Redemption Amount, as it may determine to be appropriate to preserve the economic equivalent effect of the Securities. None of the Issuer or the Agents shall have any responsibility in respect of any error or omission or subsequent corrections made in the calculation or publication of an Index, whether caused by negligence or otherwise. Any material modification or discontinuation made to an Index in accordance with this paragraph 3 shall be notified by or on behalf of the Issuer to Oslo Børs following such modification or discontinuation. 4 Calculations and Determinations The Issuer shall have no responsibility for good faith errors or omissions in its calculations and determinations, whether caused by negligence or otherwise. The calculations and determinations of the Issuer shall be made in accordance with these provisions having regard in each case to the criteria stipulated herein and (where relevant) on the basis of information provided to or obtained by employees or officers of the Issuer responsible for making the relevant calculation or determination and shall, in the absence of manifest error, be final, conclusive and binding on Securityholders. Upon determining the Final Redemption Amount the Issuer shall notify the Oslo Børs (provided the Securities are listed on the Oslo Børs at such time) and the Trustee of such determination. 21

22 TOPIX INDEX General The Tokyo Price Index or Topix (the Index ) is a capitalisation weighted Index of all the companies listed on the First Section of the Tokyo Stock Exchange ( TSE ). The Index was developed with a base value of 100 as of 4 January 1968 and is available under Bloomberg Code TPX <Index>. Constituent Stocks The Index consists of over 1,500 companies listed in the First Section of the Tokyo Stock Exchange, chosen for market capitalisation. Calculation of the Index The Index is calculated using a weighted methodology (the market price of each component stock is multiplied by the number of shares listed) and is published every 10 seconds. Information as to the methodology, calculation and value of the Index at any given point in time is available on the Tokyo Stock Exchange website, (provided that this website does not form part of the Securities Note or the terms and conditions of the Securities) and the value of the Index is available on Bloomberg Code TPX. Amendments to the Index The composition of the Index is reviewed and updated annually and is subject to the rules applicable from time to time to the Index. Disclaimer (i) The TOPIX Index Value and the TOPIX Trademarks are subject to the intellectual property rights owned by the Tokyo Stock Exchange, Inc. and the Tokyo Stock Exchange, Inc. owns all rights relating to the TOPIX Index such as calculation, publication and use of the TOPIX Index Value and relating to the TOPIX Trademarks. (ii) The Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of the TOPIX Index Value or to change the TOPIX Trademarks or cease the use thereof. (iii) The Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever, either as to the results stemmed from the use of the TOPIX Index Value and the TOPIX Trademarks or as to the figure at which the TOPIX Index Value stands on any particular day. (iv) The Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of the TOPIX Index Value and data contained therein. Further, the Tokyo Stock Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of the TOPIX Index Value. (v) No Products are in any way sponsored, endorsed or promoted by the Tokyo Stock Exchange, Inc. 22

23 (vi) The Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the Products or an advice on investments to any purchaser of the Products or to the public. (vii) The Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the Products, for calculation of the TOPIX Index Value. (viii) Including but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible for any damage resulting from the issue and sale of the Products. 23

24 DOW JONES EURO STOXX 5O SM INDEX General The Dow Jones EURO STOXX 50 SM index (the Index ), the euro blue-chip index (a 50-stock index derived from the Dow Jones EURO STOXX SM index is published by STOXX Limited, a company founded by Deutsche Börse AG, Dow Jones and Co. Inc., Euronext Paris SA and SWX Swiss Exchange together. The Index is owned by STOXX Limited. The name of the Index is a service mark of DOW JONES & COMPANY, INC. and has been licensed for use for certain purposes by the Issuer. The Index is available under Bloomberg Code SX5E <Index> and Reuters RIC Code STOXX50E. The Index base date is 31st December, The base value of the Index for the base date is 1,000. Constituent Stocks The Index is a subset of 50 companies of the Dow Jones EURO STOXX SM index. Only companies listed on exchanges in countries participating in European Economic and Monetary Union are included in the Dow Jones EURO STOXX SM index. Calculation of the Index The Index is capitalisation-weighted and is calculated on a price basis. It is calculated in euro and euro-denominated price indices are disseminated every 15 seconds. Calculation of the Index is based on the Laspeyres formula. The Index is computed on the basis of last prices and the latest available currency rates; either a traded price or a currency rate movement will trigger the calculation of the Index after the opening trade of a component stock is received. In the event of a suspension of the quotation of a component stock during the trading session, the last traded price is used for all subsequent computations. If a quotation of a component stock is suspended before the trading begins, the adjusted closing price from the previous day is taken for the calculation of the Index. If there is a stock exchange holiday in one or more countries, the last available stock prices from such exchange(s) and the last available currency rate will be used for the Index calculation. Information as to the methodology, calculation and value of the Index at any given point in time is available on the Dow Jones Stoxx website, (provided that this website does not form part of the Securities Note or the terms and conditions of the Securities) and the value of the Index is available on Reuters RIC Code STOXX50E. Amendments to the Index The composition of the Index is reviewed and updated annually and may be amended from time to time by the Sponsor all subject to the rules applicable from time to time to the Index. 24