PROSPECTUS ARLO II Limited - Irish Stock Exchange

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(i) (ii) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (iii) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iv) at any time 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 “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. Republic of Ireland The Arranger has represented and agreed that: (i) (ii) (iii) it will not underwrite the issue of, or place the Notes, otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof and the provisions of the Investor Compensation Act 1998; it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942 – 1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and. it will not underwrite the issue of, place or otherwise act in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Irish Financial Services Regulatory Authority pursuant thereto. Japan The Arranger is aware that the Notes have not been, and will not be, registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”), and that it may not offer or sell any such Notes, directly or indirectly, in Japan or to, or the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial 28
Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. Hong Kong The Arranger has agreed that: (i) (ii) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to persons whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent) or (b) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong (the “CO”) or (c) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) (the “SFO”) and any rules made under the SFO or (d) in other circumstances which do not result in the document being a “prospectus” within the meaning of the CO; and it has not issued or had in its possession for the purposes of issue and will not issue or have in its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere) any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made under the SFO. 29
Page 1 and 2: PROSPECTUS ARLO II Limited (Incorpo
Page 3 and 4: RESPONSIBILITY STATEMENT The Issuer
Page 5 and 6: DOCUMENTS INCORPORATED BY REFERENCE
Page 7 and 8: RISK FACTORS The following is a des
Page 9 and 10: the time of any such purchase. The
Page 11 and 12: Each prospective purchaser of the N
Page 13 and 14: None of the Issuer or any of the Pr
Page 15 and 16: approves the methodology and criter
Page 17 and 18: Noteholders should note the definit
Page 19 and 20: Interest shall accrue on the Custod
Page 21 and 22: conflict between the provisions of
Page 23 and 24: (A) If a Charged Assets Redemption
Page 25 and 26: (B) (C) (D) (E) The Charged Assets
Page 27 and 28: Entry Transfers of Corporate and Ot
Page 29: SUBSCRIPTION AND SALE General No ac
Page 33 and 34: INFORMATION CONCERNING THE BANK OF
Page 35 and 36: GENERAL INFORMATION 1. Interests of
Page 37 and 38: SCHEDULE 1: FORM OF CONFIRMATION OF
Page 39 and 40: Transaction Type of any Successor i
Page 41 and 42: the Attachment Point. 2. Initial Ex
Page 43 and 44: including) the Scheduled Terminatio
Page 45 and 46: If a Charged Assets Redemption Even
Page 47 and 48: “Adjusted Notional Amount Further
Page 49 and 50: Cash Settlement Date has not occurr
Page 51 and 52: “Unwind Costs” means an amount,
Page 53 and 54: determination, and shall be conclus
Page 55 and 56: are being satisfied in such Credit
Page 57 and 58: under this Confirmation on the Sche
Page 59 and 60: ANNEX I - REFERENCE PORTFOLIO ANNEX
Page 61 and 62: ANNEX II NOTICE AND ACCOUNT DETAILS
Page 63 and 64: SCHEDULE 2: FORM OF PARAGRAPH 11 OF
Page 65 and 66: (iii) Alternative. The provisions o
Page 67 and 68: The definition of "Value" is delete
Page 69 and 70: IN WITNESS whereof, the parties her
Page 71 and 72: Valuation Percentage (subject to be
Page 73 and 74: US Sovereigns Europe Sovereigns Rat
Page 75 and 76: SCHEDULE to the ISDA Master Agreeme
Page 77 and 78: 1. Termination Provisions In this A
Page 79 and 80: (B) Party A's obligations to make p
Page 81 and 82:
signatory hereto 4. Miscellaneous 4
Page 83 and 84:
Sections 5(b)(ii) (Tax Event), 5(b)
Page 85 and 86:
Assets relating to any other Discre
Page 87 and 88:
“(except that a notice or other c
Page 89 and 90:
Set out below are the relevant sett
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PROSPECTUS ARLO II Limited - Irish Stock Exchange

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