Dit prospectus is gemaakt voor de uitgifte van dit product en ... - Iex

Summary of the Programme AgreementSUBSCRIPTION AND SALESubject to the terms and on the conditions contained in an Amended and Restated Programme Agreementdated 22 December 2008 (as amended or supplemented as at the Issue Date (the “Programme Agreement”))between the Issuer and the Initial Dealers (as defined in the Programme Agreement), the Notes will be offeredon a continuous basis by the Issuer to the Initial Dealers (unless otherwise agreed). However, the Issuer hasreserved the right to sell Notes directly on its own behalf to Dealers that are not Initial Dealers. The Notes maybe resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined bythe relevant Dealer(s). The Notes may also be sold by the Issuer through the Dealers, acting as agents of theIssuer. The Programme Agreement also provides for Notes to be issued in syndicated Tranches that are jointlyand severally underwritten by two or more Dealers.The Issuer will pay each relevant Dealer(s) a commission as agreed between them in respect of Notessubscribed by it. The commissions in respect of an issue of Notes on a syndicated basis will be stated in therelevant Final Terms.No sale of Registered Notes in the United States to any one purchaser will be for less than U.S.$ 100,000 (orits foreign currency equivalent) principal amount and no Registered Note will be issued in connection withsuch a sale in a smaller principal amount. If the purchaser is a non-bank fiduciary acting on behalf of others,each person for whom it is acting must purchase at least U.S.$ 100,000 (or its foreign currency equivalent) ofRegistered Notes.Selling RestrictionsPublic Offer Selling Restriction under the Prospectus DirectiveIn relation to each member state of the European Economic Area which has implemented the ProspectusDirective (each, a “Relevant Member State”), each Dealer has represented and agreed that with effect fromand including the date on which the Prospectus Directive is implemented in that Relevant Member State (the“Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subjectof the offering contemplated by this Offering Circular as completed by the final terms in relation thereto to thepublic in that Relevant Member State, except that it may, with effect from and including the RelevantImplementation Date, make an offer of such Notes to the public in that Relevant Member State:(a)(b)(c)if the final terms in relation to the Notes specify that an offer of those Notes may be made other thanpursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exemptOffer”), following the date of publication of a prospectus in relation to such Notes which has beenapproved by the competent authority in that Relevant Member State or, where appropriate, approvedin another Relevant Member State and notified to the competent authority in that Relevant MemberState, provided that any such prospectus has subsequently been completed by the final termscontemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the periodbeginning and ending on the dates specified in such prospectus or final terms, as applicable;at any time to legal entities which are authorised or regulated to operate in the financial markets or, ifnot so authorised or regulated, whose corporate purpose is solely to invest in securities;at any time to any legal entity which has two or more of (1) an average of at least 250 employeesduring the last financial year; (2) a total balance sheet of more than € 43,000,000; and (3) an annualnet turnover of more than € 50,000,000, as shown in its last (or, in Sweden, its last two) annual orconsolidated accounts;344