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I This document constitutes the base prospectus of ... - Volksbank AG

I This document constitutes the base prospectus of ... - Volksbank AG

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Islands) and each holder and beneficial holder <strong>of</strong> <strong>the</strong> Permanent Global Note shall hereby agree not to <strong>of</strong>fer,<br />

sell, pledge, assign, deliver or o<strong>the</strong>rwise transfer any <strong>of</strong> <strong>the</strong> Securities represented by <strong>the</strong> Permanent Global<br />

Note at any time to any person. The Issuer will reserve unless such person shall warrant and represent in writing<br />

that it is no U.S. person, such warranty and representation to be repeated upon each periodic or final payment<br />

due on <strong>the</strong> Notes.<br />

Terms used in <strong>the</strong> preceding two paragraphs not elsewhere defined in <strong>the</strong> main text <strong>of</strong> this Prospectus have <strong>the</strong><br />

meanings given to <strong>the</strong>m by Regulation S. For <strong>the</strong> purposes <strong>of</strong> <strong>the</strong> above paragraph, affiliate has <strong>the</strong> meaning<br />

given to it in Rule 405 under <strong>the</strong> Securities Act.<br />

U.S. Treasury Regulations<br />

The Securities with an original maturity <strong>of</strong> more than 365 days are subject to United States tax law requirements<br />

and may not be <strong>of</strong>fered, sold or delivered to any United States person or within <strong>the</strong> United States or its<br />

possessions. For Securities with an original maturity <strong>of</strong> more than 365 days, <strong>the</strong> Issuer represents and warrants<br />

that nei<strong>the</strong>r it nor <strong>the</strong> Subscriber have <strong>of</strong>fered, sold or delivered, and will not <strong>of</strong>fer, sell or deliver, directly or<br />

indirect, Securities in bearer form within <strong>the</strong> United States or its possessions in connection with <strong>the</strong>ir original issuance.<br />

Fur<strong>the</strong>r, in connection with <strong>the</strong> original issuance <strong>of</strong> securities in bearer form, <strong>the</strong> Issuer and <strong>the</strong> Subscriber<br />

have not communicated, and will not communicate, directly or indirectly, with a prospective purchaser within <strong>the</strong><br />

United States or its possessions or o<strong>the</strong>rwise involve any <strong>of</strong> <strong>the</strong>ir employees, agents or <strong>of</strong>fices within <strong>the</strong> United<br />

States or its possessions in <strong>the</strong> <strong>of</strong>fer and sale <strong>of</strong> securities in bearer form.<br />

Terms used in this paragraph have <strong>the</strong> meanings given to <strong>the</strong>m by <strong>the</strong> U.S. Internal Revenue Code and regulations<br />

<strong>the</strong>reunder, including <strong>the</strong> C Rules.<br />

Each issue <strong>of</strong> index-, commodity- or currency-linked Securities shall be subject to such additional U.S. selling<br />

restrictions as <strong>the</strong> relevant Dealer(s) shall agree with <strong>the</strong> Issuer as a term <strong>of</strong> <strong>the</strong> issue and purchase or, as <strong>the</strong><br />

case may be, subscription <strong>of</strong> such Securities. Each relevant Dealer agrees that it shall <strong>of</strong>fer, sell and deliver<br />

such Securities only in compliance with such additional U.S. selling restrictions.<br />

United Kingdom<br />

Each Subscriber has represented and agreed that:<br />

Japan<br />

1. in relation to any Securities having a maturity <strong>of</strong> less than one year, (i) it is a person whose ordinary<br />

activities involve it in acquiring, holding, managing or disposing <strong>of</strong> investments (as principal or<br />

agent) for <strong>the</strong> purposes <strong>of</strong> its business and (ii) it has not <strong>of</strong>fered or sold and will not <strong>of</strong>fer or sell any<br />

Securities o<strong>the</strong>r than to persons whose ordinary activities involve <strong>the</strong>m in acquiring, holding, managing<br />

or disposing <strong>of</strong> investments (as principal or agent) for <strong>the</strong> purposes <strong>of</strong> <strong>the</strong>ir businesses or who it is<br />

reasonable to expect will acquire, hold, manage or dispose <strong>of</strong> investments (as principal or agent) for<br />

<strong>the</strong> purposes <strong>of</strong> <strong>the</strong>ir businesses where <strong>the</strong> issue <strong>of</strong> <strong>the</strong> Securities would o<strong>the</strong>rwise constitute a contravention<br />

<strong>of</strong> section 19 <strong>of</strong> <strong>the</strong> UK Financial Services and Markets Act 2000 (<strong>the</strong> FSMA) by <strong>the</strong> Issuer;<br />

2. it has only communicated or caused to be communicated and will only communicate or cause to be<br />

communicated any invitation or inducement to engage in investment activity (within <strong>the</strong> meaning <strong>of</strong><br />

section 21 <strong>of</strong> <strong>the</strong> FSMA) received by it in connection with <strong>the</strong> issue or sale <strong>of</strong> any Securities in circumstances<br />

in which section 21(1) <strong>of</strong> <strong>the</strong> FSMA does not apply to <strong>the</strong> Issuer; and<br />

3. it has complied and will comply with all applicable provisions <strong>of</strong> <strong>the</strong> FSMA with respect to anything<br />

done by it in relation to such Securities in, from or o<strong>the</strong>rwise involving <strong>the</strong> United Kingdom.<br />

The Securities have not been and will not be registered under <strong>the</strong> Financial Instruments and Exchange Law <strong>of</strong><br />

Japan (Law No.25 <strong>of</strong> 1948, as amended) (<strong>the</strong> Financial Instruments and Exchange Law) and each Subscriber<br />

has agreed, and each fur<strong>the</strong>r Subscriber appointed under <strong>the</strong> Programme will be required to agree, that<br />

it will not <strong>of</strong>fer or sell any Securities, directly or indirectly, in Japan or to, or for <strong>the</strong> benefit <strong>of</strong>, any resident in<br />

305

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