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

implementation of the Savings Directive, the Issuer will be required to maintain a Paying Agent in an ECMember State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive.Change of lawThe Terms and Conditions of the Notes are based on Dutch law in effect as at the date of this OfferingCircular. No assurance can be given as to the impact of any possible judicial decision or change to Dutch lawor administrative practice after the date of this Offering Circular.Loss of principalThe Terms and Conditions of the Notes provide for Notes to be issued under the Programme for which it isnot certain that the principal amount of those Notes will be repaid at redemption. In such event, potentialinvestors should be aware that they may lose all or a substantial portion of their principal.Bearer Notes where denominations involve integral multiples: definitive bearer NotesIn relation to any issue of Bearer Notes which have denominations consisting of a minimum SpecifiedDenomination plus one or more higher integral multiples of another smaller amount, it is possible that suchNotes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. Insuch a case, a holder who, as a result of trading such amounts, holds an amount which is less than theminimum Specified Denomination in his account with the relevant clearing system at the relevant time maynot receive a definitive bearer Note in respect of such holding (should definitive bearer Notes be printed) andwould need to purchase a principal amount of Notes such that its holding amounts to a minimum SpecifiedDenomination.If definitive Notes are issued, holders should be aware that definitive Notes that have a denomination which isnot an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.Book-Entry InterestsThe Registered Notes may be represented by one or more Global Certificates. The Global Certificates will bedeposited with a custodian on behalf of DTC or its nominee. Except in limited circumstances, holders will notbe entitled to receive certificated notes. DTC will maintain records of the beneficial interests in the GlobalCertificates. Holders will be able to trade their beneficial interests only through DTC or a participant of DTC.The laws of some jurisdictions, including some states in the United States, may require that certain purchasersof securities take physical delivery of such securities in certificated form. The foregoing limitations mayimpair a holder’s ability to own, transfer or pledge its beneficial interests. A holder of beneficial interests inthe Global Certificates in one of these jurisdictions will not be considered the owner or “holder” of the notes.The Issuer will discharge its payment obligations under the Registered Notes by making payments to thecustodian for distribution to the holders of beneficial interests at DTC or a participant of DTC with respect tointerests of indirect participants. The Issuer and the initial purchasers of the Registered Notes will not haveany responsibility or liability for the records relating to, or payments made in respect of, beneficial interests inthe Global Certificates. A holder of beneficial interests must rely on the procedures of DTC or DTC’sparticipants, through which holders hold their interests, to receive payments under the Registered Notes. TheIssuer cannot assure holders that the procedures of DTC or DTC’s nominees, participants or indirectparticipants will be adequate to ensure that holders receive payments in a timely manner.A holder of beneficial interests in the Global Certificates will not have a direct right under the covenantgoverning these notes to act upon solicitations the Issuer may request. Instead, holders will be permitted to actonly to the extent they receive appropriate proxies to do so from DTC or, if applicable, DTC’s participants orindirect participants. Similarly, if the Issuer defaults on its obligations under the Registered Notes, as a holderof beneficial interests in the Global Certificates, holders will be restricted to acting through DTC or, if25