Untitled - Irish Stock Exchange

(3) in any other circumstances which do not require the publication by the Issuer of a prospectus
pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes
in any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State and the expression
Japan
The Notes have not been and will not be registered under the Exchange Law of Japan (Law No. 25 of 1948
as amended, the "SEL") and disclosure under the SEL has not been and will not be made with respect to the Notes.
Neither the Notes nor any interest therein may be offered, sold, resold or otherwise transferred, directly or indirectly,
in Japan to or for the account of any resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the SEL and all other applicable laws, regulations and guidelines
promulgated by the relevant Japanese governmental and regulatory authorities. As used in this paragraph, resident
of Japan means any person resident in Japan, including any corporation or other entity organized under the laws of
Japan.
Singapore
This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore
under the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, this Offering Circular
and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of
Notes may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore
other than: (i) to an institutional investor specified in Section 274 of the SFA; (ii) to a sophisticated investor, and in
accordance with the conditions, specified in Section 275 of the SFA; or (iii) pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
General
No action has been or will be taken in any jurisdiction that would permit a public offering of the Notes or
the possession, circulation or distribution of this Offering Circular or any other material relating to the Issuer or the
Notes in any country or jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Offering Circular nor any other offering material or
advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction,
except under circumstances that will result in compliance with any applicable rules and regulations of any such
country or jurisdiction.
Purchasers of the Notes may be required to pay stamp taxes and other charges in accordance with the laws
and practices of the country of purchase in addition to the purchase price.
Purchasers of the Notes will be required, as a condition to payment of amounts on the Notes without the
imposition of withholding tax, to provide certain certifications with respect to any applicable taxes or reporting
requirements of the United States or Ireland.
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