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VALLAURIS II CLO PLC - Irish Stock Exchange

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Book-Entry Interests owned through Euroclear and Clearstream, Luxembourg accounts will<br />

follow the settlement procedures applicable to conventional eurobonds in registered form. Book-Entry<br />

Interests will be credited to the securities custody accounts of Euroclear and Clearstream,<br />

Luxembourg holders on the business day following the settlement date against payment for value on<br />

the settlement date.<br />

Initial Settlement<br />

Upon the issuance of the Global Notes by the Issuer and the issuance of the CDIs by the<br />

Depositary, Euroclear and Clearstream, Luxembourg will credit the respective principal amounts of<br />

the individual beneficial interests in the CDIs to the relevant accountholder(s), as notified by or on<br />

behalf of the Lead Manager or the Joint Lead Managers. Ownership of beneficial interests in the<br />

CDIs will be limited to persons who maintain accounts with Euroclear and Clearstream, Luxembourg<br />

or persons who hold interests through such persons. Ownership of beneficial interests in the CDIs will<br />

be shown on, and the transfer of such interests will be effected only through, records maintained by<br />

Euroclear and Clearstream, Luxembourg and in accordance with the applicable procedures of<br />

Euroclear and Clearstream, Luxembourg.<br />

Unless Definitive Certificates are issued, owners of beneficial interests in Global Notes<br />

represented by a CDI will not be entitled to have any portions of such Global Notes or of a CDI<br />

registered in their names, will not receive or be entitled to receive physical delivery of Notes in<br />

certificated form and will not be considered the owners or holders of such Global Note or CDI (or<br />

any Notes represented thereby) under the Trust Deed or the Notes.<br />

In the event of an increase or decrease in the aggregate principal amount outstanding of Notes<br />

represented by any Global Note, whether pursuant to redemption, exchange for an interest in another<br />

Global Note, the issue of additional Notes to be represented by such Global Note, the issue of<br />

Definitive Certificates or the repurchase and cancellation of Notes represented by such Global Note<br />

or otherwise, the holder will present such Global Note to the Issuer or its agent for increase or<br />

decrease, as the case may be, of the aggregate principal amount outstanding of Notes represented by<br />

such Global Note by annotation thereon. The Issuer will procure that the CDI representing such<br />

Global Note is increased or decreased correspondingly.<br />

Neither the Issuer, the Trustee nor any of their respective agents will have any responsibility or<br />

liability for any aspect of the records relating to beneficial ownership interests in the Global Notes or<br />

the CDIs or for maintaining, supervising or reviewing any records relating to such beneficial<br />

ownership interests.<br />

Initial settlement for the Notes and the CDIs will be made in Euros.<br />

Secondary Market Trading<br />

The Book-Entry Interests will trade through Participants of Euroclear and Clearstream,<br />

Luxembourg and will settle in same-day funds.<br />

Since the purchase determines the place of delivery, it is important to establish at the time of<br />

trading of any Book-Entry Interests where both the purchaser’s and seller’s accounts are located to<br />

ensure that settlement can be made on the desired value date.<br />

Transfers between accountholders in Euroclear and Clearstream, Luxembourg will be effected in<br />

the ordinary way in accordance with their respective rules and operating procedures. Such transfers<br />

may be subject to certain restrictions. See ‘‘Transfer Restrictions’’.<br />

General<br />

The Issuer will not impose any fees in respect of the Notes; however, holders of book-entry<br />

interests in the CDIs may incur fees normally payable in respect of the maintenance and operation of<br />

accounts in Euroclear and Clearstream, Luxembourg.<br />

Although the foregoing sets out a general summary of the procedures of Euroclear and<br />

Clearstream, Luxembourg in order to facilitate the transfers of interests in the CDIs among<br />

participants of Euroclear and Clearstream, Luxembourg neither of Euroclear nor Clearstream,<br />

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