5 November 2013 GTB FINANCE B.V. Issue of U.S.$400,000,000 6.000 per cent. Notes due 2018 Guaranteed by GUARANTY TRUST BANK PLC under the U.S.$2,000,000,000 Global Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 31 October 2013 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) and amendments thereto, including Directive 2010/73/EU (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at the market news section of the London Stock Exchange Website (http://www.londonstockexchange.com/exchange/news/market news/market news home.html). 1. (a) Issuer: GTB Finance B.V. (b) Guarantor: Guaranty Trust Bank plc 2. (a) Series Number: 2 (b) Tranche Number: 1 3. Specified Currency or Currencies: United States Dollars U.S.$ 4. Aggregate Nominal Amount: (a) Series: U.S.$400,000,000 (b) Tranche: U.S.$400,000,000 5. Issue Price: 99.469 per cent. of the Aggregate Nominal Amount 6. (a) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (b) Calculation Amount: U.S.$1,000 7. (a) Issue Date: 8 November 2013 (b) Interest Commencement Date Issue Date 8. Maturity Date: 8 November 2018 9. Interest Basis: 6.000 per cent. Fixed Rate (further particulars specified below) 10. Redemption Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis:
12. Put/Call Options: 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Senior (c) Date Board approval for issuance of Notes and Guarantee obtained: 14. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: Applicable 16 October 2013 and 9 September 2013, respectively (a) Rate(s) of Interest: 6.000 per cent. per annum payable semi annually in arrear (b) Interest Payment Date(s): 8 May and 8 November in each year, commencing on 8 May 2014, up to and including the Maturity Date (c) Fixed Coupon Amount(s): (d) Broken Amount(s): (e) Day Count Fraction: 30/360 (f) Determination Date(s): 16. Floating Rate Note Provisions: 17. Zero Coupon Note Provisions: PROVISIONS RELATING TO REDEMPTION 18. Notice Periods for Condition 7(b): U.S.$30.00 per Calculation Amount As set out in Condition 7(b): Minimum period: 30 days Maximum period: 60 days 19. Issuer Call: 20. Capital Disqualification Event Call: 21. Investor Put: 22. Final Redemption Amount: U.S.$1,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default: As set out in Condition 7(g) PROVISIONS RELATING TO SUBORDINATED NOTES 24. Covenants:
GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of Notes: Registered Notes: 26. Additional Financial Centre(s): Regulation S Global Note (U.S.$354,850,000 nominal amount) registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg Rule 144A Global Note (U.S.$45,150,000 nominal amount) registered in the name of a nominee for DTC 27. Talons for future Coupons to be attached to Definitive Notes: DISTRIBUTION 28. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: No
PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and listing on the Official List of the U.K. Listing Authority of the Notes described herein pursuant to the U.S.$ 2,000, 000,000 Global Medium Term Note Programme of GTB Finance B.V and Guaranty Trust Bank plc. Signed on behalf of GTB Finance B.V.: By: -...... By:... Duly authorised ntertrust (Nethertands) at ing Direct P K.A. Jehee Proxyholder Signed on behalf of Guaranty Trust Bank plc: Duly authorised
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: London (ii) Admission to trading: its behalf) for the Notes (iii) Estimate of total expenses related to admission to trading: Application is expected to be made on behalf of the Issuer for the Notes to be admitted to trading on the London Stock Exchange s regulated market with effect from 8 November 2013. 3600 2. RATINGS Ratings: The Notes to be issued are expected to be rated: S & P: BB- Fitch: B+ 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers as discussed in Subscription and Sale, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. YIELD (Fixed Rate Notes only) Indication of yield: 6.125 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6. OPERATIONAL INFORMATION (i) Regulation S ISIN Code: XS0992162635 (ii) Regulation S Common Code: 099216263 (iii) Rule 144A ISIN Code: US36243PAB13 (iv) Rule 144A Common Code: 099230517 (v) Rule 144A CUSIP: 36243PAB1 (vi) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme/the Depository Trust Company and the relevant identification number(s):
(vii) Delivery: Delivery against payment in respect of the Regulation S Notes Delivery free of payment in respect of the Rule 144A Notes (viiii) Names and addresses of additional Paying Agent(s) (if any): (ix) Name and address of Registrar Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L 1115 Luxembourg (as Registrar in respect of the Regulation S Notes) Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS 2710 New York, New York 10005 United States of America (as Registrar in respect of the Rule 144A Notes)