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JPMORGAN CHASE & CO. - Irish Stock Exchange

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THE REGISTERED NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES<br />

AND EXCHANGE <strong>CO</strong>MMISSION, ANY STATE SECURITIES <strong>CO</strong>MMISSION IN THE UNITED STATES OR<br />

ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES<br />

PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF REGISTERED NOTES OR THE<br />

ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE<br />

<strong>CO</strong>NTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.<br />

NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT<br />

NOR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW<br />

HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A<br />

SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW<br />

HAMPSHIRE <strong>CO</strong>NSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT<br />

ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, <strong>CO</strong>MPLETE AND NOT MISLEADING. NEITHER<br />

ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A<br />

SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY<br />

UPON THE MERITS OR QUALIFICATIONS OF, OR RE<strong>CO</strong>MMENDED OR GIVEN APPROVAL TO, ANY<br />

PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY<br />

PROSPECTIVE PUR<strong>CHASE</strong>R, CUSTOMER OR CLIENT ANY REPRESENTATION IN<strong>CO</strong>NSISTENT WITH<br />

THE PROVISIONS OF THIS PARAGRAPH.<br />

Notes may be sold by the Issuer and/or any Dealer at such times and at such prices as the Issuer and/or the Dealer(s)<br />

may select. There is no obligation on the Issuer or any Dealer to sell all of the Notes of a Tranche. The Notes may be<br />

offered or sold from time to time in one or more transactions, in the over-the-counter market at prevailing market prices<br />

or in negotiated transactions, at the discretion of the Issuer and/or the Dealer(s), as the case may be. No representation<br />

or warranty or other assurance is given as to the number of the Notes of a Tranche issued or outstanding at any time.<br />

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to “$”, “U.S.$” and<br />

“U.S. dollars” are to United States dollars, references to “euro” or “€” are to the currency introduced at the start of<br />

the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European<br />

Community, as amended and references to “sterling” and “£” are to pounds sterling.<br />

STABILISATION<br />

IN <strong>CO</strong>NNECTION WITH THE ISSUE OF ANY TRANCHE, THE DEALER OR DEALERS (IF ANY) NAMED<br />

AS THE STABILISING MANAGER(S) (THE “STABILISING MANAGER(S)”) (OR PERSONS ACTING ON<br />

BEHALF OF A STABILISING MANAGER) IN THE APPLICABLE FINAL TERMS OR PROSPECTUS MAY<br />

OVER-ALLOT NOTES (PROVIDED THAT, IN THE CASE OF ANY TRANCHE TO BE LISTED ON ANY<br />

REGULATED MARKET FOR THE PURPOSES OF DIRECTIVE 2004/39/EC, THE AGGREGATE<br />

PRINCIPAL AMOUNT OF NOTES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE<br />

AGGREGATE PRINCIPAL AMOUNT OF THE RELEVANT TRANCHE) OR EFFECT TRANSACTIONS<br />

WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN<br />

THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE<br />

STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER)<br />

WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR<br />

AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE<br />

OFFER OF THE RELEVANT TRANCHE IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,<br />

BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE<br />

RELEVANT TRANCHE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT<br />

TRANCHE. ANY STABILISATION OR OVER-ALLOTMENT MUST BE <strong>CO</strong>NDUCTED BY THE<br />

RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING<br />

MANAGER(S)) IN AC<strong>CO</strong>RDANCE WITH ALL APPLICABLE LAWS AND RULES.<br />

iii

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