LCP Proudreed PLC - Irish Stock Exchange

FORM OF THE NOTES
General
The Notes will initially be represented by four separate Temporary Global Notes (one for each Class of
Notes) without Coupons or Talons.
On the Closing Date the Temporary Global Notes will be deposited on behalf of the subscribers of the
relevant Notes with the Common Depositary for Euroclear and Clearstream, Luxembourg. Upon deposit
of the Temporary Global Notes, Euroclear or Clearstream, Luxembourg (as the case may be) will credit
each subscriber of Notes with the principal amount of the relevant Notes for which it has subscribed and
paid.
Interests in each Temporary Global Note will be exchangeable not earlier than the Exchange Date, for
interests in a Permanent Global Note relating to those Notes without Coupons or Talons attached to the
extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in
such Notes are not US persons or persons who have purchased such interests for resale to any US person,
as required by US Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg
and Euroclear and/or Clearstream, Luxembourg (as the case may be) has given an equivalent certification
(based on the certifications it has received) to the Principal Paying Agent. On the first exchange of an
interest in a Temporary Global Note for a Permanent Global Note of the same Class, that Permanent
Global Note will be deposited with the Common Depositary.
Issue of Notes in definitive form
The Permanent Global Notes will be exchangeable in whole but not in part (free of charge to the holder)
for Notes in definitive form if either of the following Exchange Events occurs):
(i) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of
14 days (other than by reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business and do so cease business and no alternative clearing system
satisfactory to the Note Trustee is available; or
(ii) as a result of any amendment to, or change in the laws or regulation of the United Kingdom (or any
political sub-division thereof) or of any Tax Authority thereof or in the interpretation by a United
Kingdom Tax Authority or a court or in the administration of such laws or regulations which
becomes effective on or after the Closing Date, the Issuer or any Paying Agent is or will be required
to make any withholding or deduction from any payment in respect of the Notes which would not
be required if the Notes were in definitive form,
in which case the Issuer will deliver definitive Notes with (where applicable) Coupons and Talons attached
on issue. Such definitive Notes will be issued to the holder of the relevant Permanent Global Note against
its surrender at the specified office of the Principal Paying Agent within 30 days of the occurrence of the
relevant Exchange Event.
Legend
The Notes, Coupons and Talons will bear the following legend:
‘‘Any United States Person (as defined in the Internal Revenue Code of the United States of America)
who holds this obligation will be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code of the
United States of America’’.
The sections referred to in the legend provide that United States holders will not, with certain exceptions,
be permitted to deduct any loss and will not be eligible for favourable capital gains treatment with respect
to any gain realised on a sale, exchange or redemption of any Note, Coupon or Talon.
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