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

FORM OF THE NOTES
1. Bearer Notes
Each Tranche of Bearer Notes will be in bearer form and will be initially issued in the form of a Temporary
Global Note or, if so specified in the applicable Final Terms, a Permanent Global Note, which in either case will:
(i)
(ii)
if the Global Notes are intended to be issued in NGN form, as stated in the applicable Final Terms, be
delivered on or prior to the original issue date of the Tranche to the Common Safekeeper for Euroclear
and Clearstream, Luxembourg; and
if the Global Notes are not intended to be issued in NGN form, be delivered on or prior to the original
issue date of the Tranche to a the Common Depositary for Euroclear and Clearstream, Luxembourg.
Whilst any Note is represented by a Temporary Global Note, payments of principal and interest (if any) due prior
to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the
Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be
provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have
purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear
and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like
certification (based on the certifications it has received) to the Agent.
On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued interests in
such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein for either (i)
interests in a Permanent Global Note without receipts, interest coupons or talons or (ii) definitive Notes with, where
applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the
case of definitive Notes, to such notice period as is specified in the applicable Final Terms) in each case against
certification of beneficial ownership as described above unless such certification has already been given. The holder of
a Temporary Global Note will not be entitled to collect any payment of interest or principal due on or after the
Exchange Date unless upon due certification exchange of the Temporary Global Note is improperly withheld or refused.
Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes” below) the Agent shall
arrange that, where a further Tranche of Notes is issued, the Notes of such Tranche shall be assigned a common code
and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to
Notes of any other Tranche of the same Series until at least 40 days (as notified by the Agent to the relevant Dealer or,
in the case of a syndicated issue, the lead manager) after the completion of the distribution of the Notes of such
Tranche.
Payments of principal and interest (if any) or any other amount on a Permanent Global Note will be made
through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the
Permanent Global Note if the Permanent Global Note is not intended to be issued in the NGN form) without any
requirement for certification. The applicable Final Terms will specify that a Permanent Global Note will be
exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest
coupons and talons attached upon either (i) not less than 60 days' written notice from Euroclear and/or Clearstream,
Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as
described therein or (ii) only upon the occurrence of an Exchange Event as described therein. Exchange Event means
(i) an Event of Default has occurred and is continuing, (ii) the relevant Issuer has been notified that either Euroclear or
Clearstream, Luxembourg has been closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or has announced an intention permanently to cease business or has in fact done so and
no alternative clearing system satisfactory to the Trustee is available or (iii) the relevant Issuer has or will become
obliged to pay additional amounts as provided for or referred to in Condition 8 which would not be required were the
Notes represented by the Permanent Global Note in definitive form. The relevant Issuer will promptly give notice to
Noteholders in accordance with Condition 15 if an Exchange Event occurs. In the event of the occurrence of an
Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in
such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the
occurrence of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent
requesting exchange. Any such exchange shall occur on the date specified in such notice being in any event not more
than 60 days after the date of receipt of the first relevant notice by the Agent.
Global Notes and definitive Notes will be issued pursuant to and in accordance with the Agency Agreement.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be
deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.
The following legend will appear on all Global Notes, Definitive Notes, receipts, interest coupons and talons
having a maturity of more than 365 days:
30