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

DISTRIBUTION
32. (i) If syndicated, names and addresses of
Managers and underwriting commitments:
(Consider including a term providing for tax certification
if required to enable interest to be paid gross by issuers.)
(To benefit from the withholding tax exemptions set forth
in Decree Law 193/2005 of 7 November 2005, as
amended, Beneficiaries shall provide the relevant tax
certification in accordance with the procedures and rules
as described in “Portuguese Taxation” in the Offering
Circular. If such tax certifications are not filed and
delivered in accordance with Decree Law 193/2005 of 7
November 2005, no gross-up on interest shall be due by
the Issuer)
(A holder or beneficial owner of a Registered Note issued
by BESI's New York Branch must provide the Agent and
any other relevant paying agent a U.S. tax certification
(generally an Internal Revenue Service Form W-9 (or
applicable successor form) in the case of a person that is a
“United States person” within the meaning of Section
7701(a)(30) of the U.S. Internal Revenue Code of 1986, as
amended (the Code) or the applicable Internal Revenue
Service Form W-8 (or applicable successor form) in the
case of a person that is not a “United States person” within
the meaning of Section 7701(a)(30) of the Code).
[Not Applicable/give names and addresses and
underwriting commitments]
(Include names and addresses of entities agreeing to
underwrite the issue on a firm commitment basis and
names and addresses of the entities agreeing to place the
issue without a firm commitment or on a best efforts basis
if such entities are not the same as the Managers)
(ii) Date of [Subscription] Agreement: [ ]
(iii) Stabilising Manager(s) (if any): [Not Applicable/give name and address]
33. If non-syndicated, name and address of relevant [Not Applicable/give name and address]
Dealer:
34. Total commission and concession: [ ] per cent. of the Aggregate Nominal Amount
35. U.S. Selling Restrictions: [Reg. S Compliance Category; TEFRA D/TEFRA
C/TEFRA not applicable]
36. Non exempt Offer: [Not Applicable] [An offer of the Notes may be made by
the Managers [and [specify names of other financial
intermediaries/placers making non-exempt offers, to the
extent known OR consider a generic description of other
parties involved in non-exempt offers (e.g. “other parties
authorised by the Managers”) or (if relevant) note that
other parties may make non-exempt offers in the Public
Offer Jurisdictions during the Offer Period, if not known]]
(together with the Managers, the Financial
Intermediaries) other than pursuant to Article 3(2) of the
Prospectus Directive in [specify relevant Member State(s)
– which must be jurisdictions where the Offering Circular
and any supplements have been passported (in addition to
the jurisdiction where approved and published)] (Public
Offer Jurisdictions) during the period from [specify date]
until [specify date or a formula such as “the Issue Date”
or “the date which falls [●] Business Days thereafter”]
(Offer Period). See further Paragraph 10 of Part B below.
(N.B. Consider any local regulatory requirements
necessary to be fulfilled so as to be able to make a nonexempt
offer in relevant jurisdictions. No such offer
should be made in any relevant jurisdiction until those
requirements have been met. Non-exempt offers may only
be made into jurisdictions in which the base prospectus
(and any supplement) has been notified/passported.)
37. Additional selling restrictions: [Not Applicable/give details]
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