OCI Euro Fund I B.V. - Irish Stock Exchange

TO SELL LESS THAN THE STATED INITIAL PRINCIPAL AMOUNT OF ANY CLASS OF NOTES
OFFERED HEREBY. THIS PROSPECTUS IS PERSONAL TO EACH OFFEREE TO WHOM IT HAS
BEEN DELIVERED BY THE ISSUER, THE INITIAL PURCHASER, OR ANY AFFILIATE THEREOF
AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC
GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE NOTES. DISTRIBUTION OF
THIS PROSPECTUS TO ANY PERSONS OTHER THAN THE OFFEREE AND THOSE PERSONS, IF
ANY, RETAINED TO ADVISE SUCH OFFEREE WITH RESPECT THERETO IS UNAUTHORISED
AND ANY DISCLOSURE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE ISSUER, IS PROHIBITED, SAVE AS OTHERWISE AUTHORISED UNDER "UNITED STATES
FEDERAL INCOME TAXATION — TAX RETURN DISCLOSURE AND INVESTOR LIST
REQUIREMENTS". EACH PROSPECTIVE PURCHASER IN THE UNITED STATES, BY ACCEPTING
DELIVERY OF THIS PROSPECTUS, AGREES TO THE FOREGOING AND TO MAKE NO COPIES OF
THIS PROSPECTUS OR ANY DOCUMENTS RELATED HERETO.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OFFEREE (AND EACH
EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF SUCH OFFEREE) MAY DISCLOSE TO
ANY AND ALL OTHER PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT
AND TAX STRUCTURE OF THE TRANSACTIONS DESCRIBED HEREIN (INCLUDING THE
OWNERSHIP AND DISPOSITION OF THE NOTES) AND ALL MATERIALS OF ANY KIND
(INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE OFFEREE
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. HOWEVER, ANY SUCH
INFORMATION RELATING TO THE TAX TREATMENT OR TAX STRUCTURE IS REQUIRED TO BE
KEPT CONFIDENTIAL TO THE EXTENT REASONABLY NECESSARY TO COMPLY WITH
APPLICABLE FEDERAL OR STATE LAWS. FOR THE PURPOSES OF THIS PARAGRAPH, THE
TERMS "TAX TREATMENT" AND "TAX STRUCTURE" HAVE THE MEANING GIVEN TO SUCH
TERMS UNDER UNITED STATES TREASURY REGULATION SECTION 1.6011-4(C) AND
APPLICABLE STATE AND LOCAL LAW.
NOTICE TO RESIDENTS OF THE UNITED STATES
THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE UNITED
STATES FEDERAL AND STATE SECURITIES LAWS.
NOTICE TO FLORIDA RESIDENTS
THE SECURITIES OFFERED HEREBY WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A
TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT ("FSSA").
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SAID ACT IN THE STATE OF
FLORIDA. IN ADDITION, IF SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ALL
FLORIDA PURCHASERS OTHER THAN EXEMPT INSTITUTIONS SPECIFIED IN SECTION
517.061(7) OF THE FSSA SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN
THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT.
NOTICE TO GEORGIA RESIDENTS
THE NOTES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
NOTICE TO RESIDENTS OF GERMANY
THE INITIAL PURCHASER HAS AGREED TO COMPLY WITH THE FOLLOWING SELLING
RESTRICTIONS APPLICABLE TO THE FEDERAL REPUBLIC OF GERMANY.
PURSUANT TO THE SUBSCRIPTION AGREEMENT, THE INITIAL PURCHASER HAS AGREED
THAT IT SHALL NOT OFFER OR SELL THE NOTES IN THE FEDERAL REPUBLIC OF GERMANY
OTHER THAN IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED IN THE GERMAN
SECURITIES PROSPECTUS ACT (WERTPAPIERPROSPEKTGESETZ) AND THE GERMAN
INVESTMENT ACT (INVESTMENTGESETZ), RESPECTIVELY, AND ANY OTHER LAWS AND
REGULATIONS APPLICABLE IN THE FEDERAL REPUBLIC OF GERMANY GOVERNING THE
ISSUE, THE OFFERING AND THE SALE OF SECURITIES.
THE NOTES MAY NEITHER BE, NOR BE INTENDED TO BE, DISTRIBUTED BY WAY OF PUBLIC
OFFERING, PUBLIC ADVERTISEMENT OR IN A SIMILAR MANNER WITHIN THE MEANING OF THE
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