J3,000,000,000 Euro Medium Term Note Programme
BASE PROSPECTUS (incorporated with limited liability in the Netherlands) J3,000,000,000 Euro Medium Term Note Programme Under this F3,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), Heineken N.V. (the ‘‘Issuer’’ or ‘‘Heineken’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). As at the date hereof, all Notes will be issued as unsubordinated obligations of the Issuer, as described in ‘‘Terms and Conditions of the Notes – Condition 2 ’’. However, the Issuer may subsequently decide to issue Notes on a subordinated basis in which case the provisions relating to such Notes will be set out in a supplement to this Base Prospectus as completed by the relevant Final Terms (as defined herein). This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months from the date hereof. Applications have been made for such Notes to be admitted during the period of twelve months from the date hereof to listing on the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued that will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that may be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s).
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