Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

Governing Law:
Selling Restrictions:
the relevant Dealer in relation to the Series. Notes which are neither listed nor
admitted to trading on any market may also be issued.
The applicable Final Terms will state whether or not the relevant Notes are to
be listed and/or admitted to trading and, if so, on which stock exchanges
and/or markets.
The Bearer Notes and Registered Notes (other than Interbolsa Notes) will be
governed by, and construed in accordance with, English law except that: (i)
in relation to Subordinated Notes, Conditions 3(b) and 3(c) will be governed
by, and construed in accordance with, Irish law, where the Issuer is ESIP and
by Portuguese law where the issuer is BESI and (ii) in relation to Undated
Deeply Subordinated Notes, Conditions 3 (a); Condition 3 (c); the first
paragraph of Condition 5; Condition 5 (d); Condition 5 (e) and Condition 7
and the equivalent provisions of the Trust Deed shall be governed by, and
construed in accordance with, Portuguese law. Interbolsa Notes will be
governed by and construed in accordance with Portuguese law.
The Trust Deed will be governed by, and construed in accordance with,
English law except that, in relation to Subordinated Notes, clauses 6(B) and
6(C) will be governed by, and construed in accordance with, Irish law where
the Issuer is ESIP and by Portuguese law where the issuer is BESI. Interbolsa
Notes are not constituted by the Trust Deed.
The Keep Well Agreement will be governed by, and construed in accordance
with, English law, except that clauses 3 and 4 will be governed by, and
construed in accordance with, Portuguese law.
There are restrictions on the offer, sale and transfer of the Notes in the United
States, the European Economic Area (including the United Kingdom, Ireland
and Portugal) and Japan and such other restrictions as may be required in
connection with the offering and sale of a particular Tranche of Notes, see
“Subscription and Sale”.
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