080305_JPM Series Fix and Win ... - Börse Stuttgart

A09110530 AF 47
SUBSCRIPTION AND SALE
The distribution of this Document and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Document comes are required by the Issuer, the
Guarantor, the Dealer and the Arranger to inform themselves about and to observe any such restriction.
The publication of this Document is not intended as an offer or solicitation for the purchase or sale of any
financial instrument in any jurisdiction where such offer or solicitation would violate the laws of such
jurisdiction. The Notes and the Guarantee have not been and will not be registered under the Securities
Act and are subject to U.S. tax law requirements. Notes may not be offered, sold, transferred, pledged,
assigned, delivered or redeemed within the United States or to or for the account or benefit of any U.S.
Person. The Notes are being offered and sold outside the United States to non-U.S. Persons in reliance on
the registration exemptions contained in Regulation S and Section 3(a)(2) under the Securities Act.
Summary of Programme Agreement
Subject to the terms and on the conditions contained in an Amended and Restated Programme Agreement in
respect of the Programme, as amended and/or supplemented and/or restated from time to time (the "Programme
Agreement"), between the Issuer, the Guarantor, the Dealer and the Arranger, the Notes will be offered on a
continuous basis by the relevant Issuer to the Dealer (J.P. Morgan Securities Ltd., 125 London Wall, London
EC2V 7RF, England). The price and amount of Notes to be issued under the Programme will be determined by
the Issuer and Dealer at the time of issue in accordance with prevailing market conditions. The Notes may be
resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the
Dealer. The Notes may also be sold by the Issuer through the Dealer, acting as agent of the Issuer. The
Programme Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally
underwritten by two or more Dealers.
The Programme Agreement entitles the Dealer to terminate any agreement that it makes to subscribe Notes in
certain circumstances prior to payment for such Notes being made to the Issuer.
Selling Restrictions
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), the Dealer has represented and agreed, that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
"Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of
the offering contemplated by this Prospectus to the public in that Relevant Member State, other than the offers
contemplated in the Prospectus in Germany from the time the Prospectus has been approved by the competent
authority in Luxembourg and published and notified to the relevant competent authority in accordance with the
Prospectus Directive as implemented in Luxembourg and the Federal Republic of Germany, except that it may,
with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in
that Relevant Member State:
(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not
so authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual
net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the Dealer; or