Obligation Portugal 5.125% ( XS1085735899 ) en USD

Portugal

99.97 % ▲

Portugal

XS1085735899 ( en USD )

5.125% par an ( paiement semestriel )

15/10/2024 - Obligation échue

Prospectus brochure de l'obligation Portugal XS1085735899 en USD 5.125%, échue

1 000 USD

4 500 000 000 USD

Le Portugal, pays ibérique d'Europe du Sud-Ouest, possède une riche histoire, une culture vibrante influencée par les découvertes maritimes, et une géographie diversifiée allant des plages de l'Algarve aux montagnes verdoyantes du nord.

L'Obligation émise par Portugal ( Portugal ) , en USD, avec le code ISIN XS1085735899, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2024

SIMPLIFIED BASE PROSPECTUS

THE REPUBLIC OF PORTUGAL
EUR 15,000,000,000
Euro Medium Term Note Programme

Applications have been made for notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme")
described in this Simplified Base Prospectus to be admitted during the period of twelve months after the date hereof to listing
on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits
Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system or to 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 with the Issuer.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may
not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Notes will be offered, sold and delivered (a) outside the United States in an offshore transaction (within the meaning of
Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S, and (b) within the United States to
qualified institutional buyers only ("QlBs") (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on
the exemption provided by Rule 144A. Prospective investors are hereby notified that sellers of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Notes of each Tranche will be in dematerialised book-entry (forma escritural) and registered (nominativas) form (the
"Interbolsa Notes"), in bearer form ("Bearer Notes") (forma titulada, ao portador) or in registered form ("Registered
Notes") (forma titulada, nominativas). Interbolsa Notes will be integrated in and held through Interbolsa Sociedade
Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários S.A. ("Interbolsa"). Bearer Notes
will (unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global note which will
be exchangeable either for interests in a permanent global note or for definitive notes, as indicated in the applicable Final
Terms. Registered Notes will (unless otherwise specified in the applicable Final Terms) be represented by one or more
unrestricted global note certificates, in the case of Registered Notes sold outside the United States in an offshore transaction
in reliance on Regulation S, and/or one or more restricted global note certificates in the case of Registered Notes sold to QIBs
in reliance on Rule 144A, in each case as specified in the applicable Final Terms and all as further described in "Forms of the
Notes and Transfer Restrictions Relating to U.S. Sales" below.
For a description of these and certain future restrictions on offers, sales and transfers of Notes and distribution of this
Simplified Base Prospectus, see "Subscription and Sale" and "Forms of the Notes and Transfer Restrictions Relating to U.S.
Sales".
Arranger and Dealer
Société Générale Corporate & Investment Banking
30 December 2013

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
SUMMARY ................................................................................................................................................. 3
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 7
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES ................ 8
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 18
FORM OF FINAL TERMS ........................................................................................................................ 47
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 58
SUMMARY OF PROVISIONS RELATING TO THE INTERBOLSA NOTES ...................................... 61
RECENT DEVELOPMENTS .................................................................................................................... 63
TAXATION ............................................................................................................................................... 66
SUBSCRIPTION AND SALE ................................................................................................................... 79
GENERAL INFORMATION .................................................................................................................... 81

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IMPORTANT NOTICES
The Republic of Portugal (the "Issuer") acting through Agência de Gestão da Tesouraria e da Dívida
Pública IGCP, E.P.E (the "IGCP") accepts responsibility for the information contained in this
Simplified Base Prospectus and declares that, having taken all reasonable care to ensure that such is the
case, the information contained in this Simplified Base Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as amended and/or supplemented by a document specific to
such Tranche called the final terms (the "Final Terms"). This Simplified Base Prospectus must be read
and construed together with any amendments or supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final
Terms, must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealer named under "Subscription and Sale" below that this Simplified
Base Prospectus contains all information which is (in the context of the Programme, the issue, offering
and sale of the Notes) material; that such information is true and accurate in all material respects and is
not misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Simplified Base Prospectus
does not omit to state any material fact necessary to make such information, opinions, predictions or
intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in
any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Simplified Base Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Simplified Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Simplified Base
Prospectus. Neither the delivery of this Simplified Base Prospectus or any Final Terms nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Simplified Base Prospectus is true subsequent to the date hereof or the date upon which
this Simplified Base Prospectus has been most recently amended or supplemented or that there has been
any adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuer since the date thereof or, if later, the date upon which this
Simplified Base Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Simplified Base Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Simplified Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Notes and on the distribution of this Simplified Base Prospectus or any
Final Terms and other offering material relating to the Notes, see "Subscription and Sale" and "Forms of
the Notes and Transfer Restrictions Relating to U.S. Sales".
Neither this Simplified Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of this Simplified Base Prospectus or any Final Terms should
subscribe for or purchase any Notes. Each recipient of this Simplified Base Prospectus or any Final
Terms shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed EUR 15,000,000,000 (and for this purpose, any Notes denominated in another currency
shall be translated into EUR at the date of the agreement to issue such Notes (calculated in accordance
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with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which
may be outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and
Sale".
In this Simplified Base Prospectus, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or
"dollars" are to United States dollars, references to "EUR" or "euro" are to the currency introduced at the
start of the third stage of European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No. 974/98 of 3 May 1998 on the instruction of the euro, as amended, references to
"Sterling", "£", "GBP" and "STG" are to the lawful currency of the United Kingdom, references to
"Swiss Franc", "Sfr", "CHF" and "SWF" are the references to the lawful currency of Switzerland and
references to "Yen" and "¥" are the references to the lawful currency of Japan.
Certain figures included in this Simplified Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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SUMMARY
This summary must be read as an introduction to this Simplified Base Prospectus and any decision to
invest in the Notes should be based on a consideration of the Simplified Base Prospectus as a whole,
including any information incorporated by reference. This summary must be read in conjunction with the
rest of this document and, in relation to any Notes, in conjunction with the relevant Final Terms and the
Terms and Conditions of the Notes set out herein.
Words and expressions defined in the "Terms and Conditions of the Notes'' below or elsewhere in this
Simplified Base Prospectus have the same meanings in this summary.
Issuer:
The Republic of Portugal.
Arranger:
Société Générale.
Dealers:
Société Générale and any other Dealer appointed from time to time by
the Issuer either generally in respect of the Programme or in relation to
a particular Tranche of Notes.
Portuguese Paying Agent:
IGCP.
Fiscal Agent, Paying Agent
Citibank, N.A., London Branch.
and Transfer Agent:
Luxembourg Listing Agent:
Société Générale Bank & Trust.
Registrar:
Citigroup Global Markets Deutschland AG.
Final Terms:
Notes issued under the Programme may be issued pursuant to this
Simplified Base Prospectus and associated Final Terms. The terms and
conditions applicable to any particular Tranche of Notes will be the
Terms and Conditions of the Notes as supplemented, amended and/or
replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes to be admitted during the period
of twelve months after the date hereof to listing on the official list and
to trading on the regulated market of the Luxembourg Stock Exchange.
The Programme also permits Notes to be issued on the basis that they
will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to 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 with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, (in the case of
Interbolsa Notes only) Interbolsa, and/or The Depository Trust
Company ("DTC"), as specified in the relevant Final Terms.
Initial Programme Amount:
Up to Euro 15,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will
all be subject to identical terms, except that the issue date and the
amount or the first payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will all be subject to
identical terms in all respects save that a Tranche may comprise Notes
of different denominations.
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Forms of Notes:
Bearer Notes

Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form, as specified in the
relevant Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system
and each Global Note which is intended to be issued in new global note
form, as specified in the relevant Final Terms, will be deposited on or
around the relevant issue date with a common safekeeper for Euroclear
and/or Clearstream, Luxembourg. Each Temporary Global Note will be
exchangeable for a Permanent Global Note or, if so specified in the
relevant Final Terms, for Definitive Notes. If the TEFRA D Rules are
specified in the relevant Final Terms as applicable, certification as to
non-U.S. beneficial ownership will be a condition precedent to any
exchange of an interest in a Temporary Global Note or receipt of any
payment of interest in respect of a Temporary Global Note. Each
Permanent Global Note will be exchangeable for Definitive Notes in
accordance with its terms. Definitive Notes will, if interest-bearing,
have Coupons attached and, if appropriate, a Talon for further Coupons.

Registered Notes

Each Tranche of Registered Notes will be represented by either:
(i)
Individual Note Certificates; or
(ii)
one or more Unrestricted Global Note Certificates in the case
of Registered Notes sold outside the United States in an
offshore transaction in reliance on Regulation S and/or one or
more Restricted Global Note Certificates in the case of
Registered Notes sold to QIBs in reliance on Rule 144A,

in each case as specified in the relevant Final Terms.

Each Note represented by an Unrestricted Global Note Certificate will
be registered in the name of a common depositary (or its nominee) for
Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and the relevant Unrestricted Global Note Certificate
will be deposited on or about the issue date with the common
depositary.

Each Note represented by a Restricted Global Note Certificate will be
either (i) registered in the name of Cede & Co. (or such other entity as
is specified in the applicable Final Terms) as nominee for DTC and the
relevant Restricted Global Note Certificate will be deposited on or
about the issue date with the DTC Custodian or (ii) registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system
and the relevant Restricted Global Note Certificate will be deposited on
or about the issue date with the common depositary.

Interbolsa Notes

Interbolsa Notes will be issued in dematerialised book-entry (forma
escritural) and registered form (nominativas), as further described
under "Forms of the Notes". Interbolsa Notes may only be transferred
in accordance with the applicable procedures set out in the Portuguese
Securities Code and the regulations issued by the CMVM and
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Interbolsa. Interbolsa Notes are evidenced by registration in securities
accounts and thus no physical document of title will be issued in respect
thereof.
Currencies:
Notes may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies
other than the currency in which such Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Final Terms. The price and amount of
Notes to be issued under the Programme will be determined by the
Issuer, and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Maturities:
Any maturity subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by the Issuer in the United Kingdom or
(b) the activity of issuing the Notes is carried on from an establishment
maintained by the Issuer in the United Kingdom, such Notes must:
(i) have a minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their
businesses; or (ii) be issued in other circumstances which do not
constitute a contravention of section 19 of the FSMA by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Final Terms. Notes may also be redeemable in two or more
instalments on such dates and in such manner as may be specified in the
relevant Final Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the Option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent
(if at all) specified in the relevant Final Terms.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate or be
index-linked and the method of calculating interest may vary between
the issue date and the maturity date of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Final Terms, subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 6 (Negative Pledge).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Republic of Portugal as the case may be,
unless the withholding is required by law. In that event, the Issuer will
(subject as provided in Condition 13 (Taxation)) pay such additional
amounts as will result in the Noteholders receiving such amounts as
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they would have received in respect of such Notes had no such
withholding been required.
Governing Law:
The Notes and all non-contractual obligations arising out of or in
connection with the Notes (other than Interbolsa Notes) are governed by
English law. The Interbolsa Notes and all non-contractual obligations
arising out of or in connection with the Interbolsa Notes are governed
by Portuguese law.
Enforcement of Notes in
In the case of Global Notes, individual investors' rights against the
Global Form:
Issuer will be governed by a Deed of Covenant dated 30 December
2013, a copy of which will be available for inspection at the specified
office of the Fiscal Agent.
Ratings:
The Programme has been rated Ba3 by Moody's Investors Service, Inc.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the European Economic Area, the United Kingdom and Japan,
see "Subscription and Sale" below and "Forms of Notes and Transfer
Restrictions Relating to U.S. Sales".

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DOCUMENTS INCORPORATED BY REFERENCE
The information set out in the cross-reference tables below shall be incorporated in, and form part of, this
Simplified Base Prospectus. Any information contained in the following documents, but not included in
the cross-reference table set out below, is not incorporated by reference in this Simplified Base
Prospectus and should be read for information purposes only.
(i)
the simplified prospectus relating to the Programme dated 11 February 2010:
Terms and Conditions of the Notes
Pages 16-42
(ii)
the simplified prospectus relating to the Programme dated 7 January 2009:
Terms and Conditions of the Notes
Pages 20-54
Following the publication of this Simplified Base Prospectus, a supplement may be prepared by the
Issuer. Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Simplified Base Prospectus or in a document
which is incorporated by reference in this Simplified Base Prospectus. Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Simplified Base
Prospectus.
Copies of documents incorporated by reference in this Simplified Base Prospectus can be obtained from
the registered office of the Issuer and are available for viewing on the website of the Luxembourg Stock
Exchange at www.bourse.lu.

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FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES
Bearer Notes
Each Tranche of Bearer Notes will initially be in the form of either a temporary global note, without
interest coupons (the "Temporary Global Note"), or a permanent global note, without interest coupons
(the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), in
each case as specified in the relevant Final Terms. Each Global Note which is not intended to be issued
in new global note ("NGN") form, as specified in the relevant Final Terms, will be deposited on or
around the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for
Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking,
société anonyme, Luxembourg ("Clearstream, Luxembourg") and/or any other relevant clearing system
and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final
Terms, will be deposited on or around the issue date of the relevant Tranche of the Notes with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg.
On 13 June 2006, the European Central Bank (the "ECB") announced that Notes in NGN form are in
compliance with the "Standards for the use of EU securities settlement systems in ESCB credit
operations" of the central banking system for the euro (the "Eurosystem"), provided that certain other
criteria are fulfilled. At the same time the ECB also announced that arrangements for Notes in NGN form
will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2006 and that debt securities in
global bearer form issued through Euroclear and Clearstream, Luxembourg after 31 December 2006 will
only be eligible as collateral for Eurosystem operations if the NGN form is used.
The relevant Final Terms will also specify whether United States Treasury Regulation
§1.163-5(c)(2)(i)(C) or substantially identical successor provisions (the "TEFRA C Rules") or United
States Treasury Regulation §1.163-5(c)(2)(i)(D) or substantially identical successor provisions (the
"TEFRA D Rules") are applicable in relation to the Notes or, if the Notes do not have a maturity of more
than 365 days or are determined to be in registered form for United States federal income tax purposes,
that neither the TEFRA C Rules nor the TEFRA D Rules are applicable.
Temporary Global Note exchangeable for Permanent Global Note
If the relevant Final Terms specifies the form of Notes as being "Temporary Global Note exchangeable
for a Permanent Global Note", then the Notes will initially be in the form of a Temporary Global Note
which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest
coupons, not earlier than 40 days after the issue date of the relevant Tranche of the Notes and, if the
relevant Final Terms also specify that the TEFRA D Rules are applicable, upon certification as to
non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless
exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, if the
relevant Final Terms specify that the TEFRA D Rules are applicable, interest payments in respect of the
Notes cannot be collected without such certification of non-U.S. beneficial ownership.
Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent
Global Note, the Issuer shall procure (in the case of first exchange) the prompt delivery (free of charge to
the bearer) of such Permanent Global Note to the bearer of the Temporary Global Note or (in the case of
any subsequent exchange) an increase in the principal amount of the Permanent Global Note in
accordance with its terms against:
(i)
presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to
the order of the Fiscal Agent; and
(ii)
receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
within 7 days of the bearer requesting such exchange.
The principal amount of the Permanent Global Note shall be equal to the aggregate of the principal
amounts specified in the certificates of non-U.S. beneficial ownership; provided, however, that in no
circumstances shall the principal amount of the Permanent Global Note exceed the initial principal
amount of the Temporary Global Note.
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