VALLAURIS II CLO PLC - Irish Stock Exchange

that it shall at all times maintain its residence outside the United Kingdom, for the purpose of
United Kingdom taxation, outside the United States for the purpose of United States taxation and
outside France for the purpose of French taxation and, shall not establish a branch, agency or place
of business or register as a company within the United Kingdom, the United States or France and
shall at all times use its best efforts to minimise any applicable taxes.
The Directors will hold board meetings in Ireland at least quarterly to review the performance
of the Portfolio and the Collateral Managers.
Deutsche International Corporate Services (Ireland) Limited of 5 Harbourmaster Place,
International Financial Services Centre, Dublin 1, Ireland is the administrator of the Issuer. Its duties
include the provision of certain administrative and related services including acting as company
secretary. The appointment of the administrator may be terminated and the administrator may retire
upon 90 days’ written notice subject to the appointment of an alternative administrator.
No potential conflict of interest has come to the knowledge of the Issuer as regards its Directors
and the respective personal interests of such Directors.
Subsidiaries
The Issuer has no subsidiaries or affiliates.
Administrative Expenses of the Issuer
The Issuer is expected to incur certain Administrative Expenses as set forth in the definition of
‘‘Administrative Expenses’’ in Condition 1 (Definitions) in ‘‘Conditions of the Notes’’ above.
Financial Statements
No financial statements of the Issuer have been prepared as at the date of this Prospectus. The
Issuer intends to publish its first audited financial statements in respect of the period beginning on the
date of incorporation of the Issuer and ending on 31 December 2006. Any further published audited
financial statements prepared by the Issuer (which will, in each case, be in respect of the year ending
on 31 December) will be available from the registered office of the Issuer and at the office of
Deutsche International Corporate Services (Ireland) Limited. The auditors of the Issuer are KPMG of
1 Harbourmaster Place, IFSC, Dublin 1, who are chartered accountants and are members of the
Institute of Chartered Accountants in Ireland (ICAI) and are qualified to practise in Ireland.
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