Base Prospectus - Malta Financial Services Authority

FORM OF THE NOTES
The Notes of each Series will be in bearer form, registered form or, in the case of VPS
Notes, uncertificated book entry form.
Each Tranche of Bearer Notes will initially be represented by a Temporary Bearer Global
Note without Coupons, Receipts or Talons (each as defined in ‘‘Terms and Conditions of the
Notes’’) which will (i) if the global Notes are intended to be issued in NGN form, as specified in the
applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a
Common Safekeeper for Euroclear and Clearstream, Luxembourg; and (ii) 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 Common Depositary for, Euroclear and Clearstream, Luxembourg. Interests in the
Temporary Bearer Global Note will be exchanged either for interests in a Permanent Bearer Global
Note or, where specified in the applicable Final Terms (subject to such notice period as is
specified in the Final Terms), for definitive Bearer Notes on or after the date (the ‘‘Exchange
Date’’) which is the later of (i) 40 days after the Temporary Bearer Global Note is issued and (ii)
40 days after completion of the distribution of the relevant Tranche, as certified by the relevant
Dealer (in the case of a non-syndicated issue) or the relevant lead manager (in the case of a
syndicated issue). Such exchange will be made only upon delivery of written certification to
Euroclear and/or Clearstream, Luxembourg, as the case may be, to the effect that the beneficial
owner of such Notes is not a U.S. person or other person who has purchased such Notes for
resale to, or on behalf of, U.S. persons and Euroclear and/or Clearstream, Luxembourg, as the
case may be, has given a like certification (based on the certification it has received) to the Issuing
and Principal Paying Agent.
If an interest or principal payment date for any Notes occurs whilst such Notes are
represented by a Temporary Bearer Global Note, the related interest or principal payment will be
made only to the extent that certification of non-U.S. beneficial ownership has been received as
described in the last sentence of the immediately preceding paragraph unless such certification has
already been given. The holder of a Temporary Bearer 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 Bearer Global Note is improperly withheld or refused.
Payments of principal or interest (if any) on a Permanent Bearer Global Note will be made through
Euroclear or Clearstream, Luxembourg (against presentation or surrender, as the case may be, of
the Permanent Bearer Global Note if the Permanent Bearer Global Note is not intended to be
issued in NGN form) without any further requirement for certification. Pursuant to the Agency
Agreement (as defined under ‘‘Terms and Conditions of the Notes’’ below) the Issuing and
Principal Paying 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 expiry of the Distribution Compliance Period applicable to
the Notes of such Tranche.
The applicable Final Terms will specify that either (i) a Permanent Bearer Global Note will be
exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where
applicable, Receipts, Coupons and Talons attached upon 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 Bearer Global Note) to the Issuing and Principal Paying Agent as described
therein or (ii) a Permanent Bearer Global Note will be exchangeable (free of charge), in whole but
not in part, for definitive Bearer Notes with, where applicable, Receipts, Coupons and Talons
attached only upon the occurrence of an Exchange Event as described therein. ‘‘Exchange Event’’
means (i) in the case of Unsubordinated Notes, an Event of Default has occurred and is continuing
or, in the case of Dated Subordinated Notes or Undated Subordinated Notes, a payment default
has occurred and is continuing, (ii) the 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, unless otherwise specified in the applicable Final Terms, (iii) the Issuer has
or will become obliged to pay additional amounts as provided for or referred to in Condition 7
which would not be required were the Notes represented by the Permanent Bearer Global Note in
definitive bearer form and a certificate to such effect signed by two Directors of the Issuer has
been given to the Trustee. The Issuer will promptly give notice to Noteholders in accordance with
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