Base Prospectus - Malta Financial Services Authority

VPS, as the case may be, as the holder of a particular nominal amount of such Notes (in which
regard any certificate or other document issued by Euroclear, Clearstream, Luxembourg or DTC or
its nominee or the VPS as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes save in the case of manifest error) shall be
treated by the Issuer, the Trustee, the Issuing and Principal Paying Agent and any other Paying
Agent as the holder of such nominal amount of such Notes for all purposes other than (in the case
only of Notes not being VPS Notes) with respect to the payment of principal or interest on the
Notes, for which purpose, in the case of Notes represented by a Bearer Global Note, the bearer of
the relevant Global Bearer Note or, in the case of Notes where DTC or its nominee is the
registered holder of a Registered Global Note, DTC or its nominee shall be treated by the Issuer,
the Trustee, the Issuing and Principal Paying Agent and any other Paying Agent as the holder of
such Notes in accordance with and subject to the terms of the relevant global Note (and the
expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed
accordingly).
Notes which are represented by a Bearer Global Note will only be transferable in accordance
with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg.
No beneficial owner of an interest in a Registered Global Note will be able to exchange or
transfer such interest, except in accordance with the applicable procedures of DTC, Euroclear and
Clearstream, Luxembourg, in each case to the extent applicable.
Each Tranche of VPS Notes will be issued in uncertificated and dematerialised book entry
form. Legal title to the VPS Notes will be evidenced by book entries in the records of the VPS.
Issues of VPS Notes will be constituted by the Trust Deed. On the issue of such VPS Notes, the
Issuer will send a letter to the Trustee, with copies sent to the Issuing and Principal Paying Agent
and the VPS Account Manager (the ‘‘VPS Letter’’), which letter will set out the terms of the
relevant issue of VPS Notes in the form of Final Terms attached thereto. On delivery of a copy of
such VPS Letter including the applicable Final Terms to the VPS and notification to the VPS of the
subscribers and their VPS account details by the relevant Dealer, the account operator acting on
behalf of the Issuer will credit each subscribing account holder with the VPS with a nominal
amount of VPS Notes equal to the nominal amount thereof for which it has subscribed and paid.
Settlement of sale and purchase transactions in respect of VPS Notes in the VPS will take
place three Oslo business days after the date of the relevant transaction. Transfers of interests in
the relevant VPS Notes will take place in accordance with the rules and procedures for the time
being of the VPS.
Any reference herein to Euroclear and/or Clearstream, Luxembourg and/or DTC and/or the
VPS shall, whenever the context so permits, be deemed to include a reference to any additional or
alternative clearing system approved by the Issuer, the Issuing and Principal Paying Agent and the
Trustee.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the
Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable
period and the failure shall be continuing.
In relation to Notes which have a Specified Denomination of e50,000 (or its equivalent in any
other currency) or more, so long as the Notes are represented by a global Note and the relevant
clearing system(s) so permit, the Notes shall be tradeable only in principal amounts of at least the
Specified Denomination and integral multiples of the Tradeable Amount specified in the Final
Terms.
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