NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 09 : 3776 Section 09KuwaitEach Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that the Trust Certificates have not been and will not beoffered, sold or promoted or advertised by it in the State of Kuwait other than in compliance withthe Decree Law No. 31 of 1990, as amended, and the Ministerial Order No. 113 of 1992, asamended governing the issue, offering and sale of securities.In particular, each Dealer has agreed that, and each further Dealer appointed under Programmewill be required to agree that, no private or public offering of the Trust Certificates may be madein Kuwait, no agreement relating to the sale of any Trust Certificates may be concluded in Kuwaitand no marketing or solicitation or inducement activities may be used to offer or market any TrustCertificates in Kuwait.United Arab EmiratesEach Dealer has acknowledged and agreed, and each further Dealer appointed under theProgramme will be required to represent and agree, that:(a)(b)the Trust Certificates to be issued under the Programme have not been and will not bepublicly offered, sold or promoted or advertised by it in the United Arab Emirates other thanin compliance with any laws applicable in the United Arab Emirates governing the issue,offering and sale of securities; andthe information contained in this Base Prospectus does not constitute an offer of securitiesin the United Arab Emirates in accordance with the Commercial Companies Law (FederalLaw No. 8 of 1986 (as amended)) or otherwise and is not intended to be a public offer andthe information contained in this Base Prospectus is not intended to lead to the conclusionsof any contract of whatsoever nature within the territory of the United Arab Emirates.Kingdom of Saudi ArabiaEach Dealer has acknowledged, and each further Dealer appointed under the Programme will berequired to acknowledge, that the Trust Certificates may only be offered and sold in the Kingdomof Saudi Arabia in accordance with the Offer of Securities Regulations issued by the Board of theSaudi Capital Markets Authority in 2004, as amended (the Regulations).The Regulations state that if securities are offered to no more than 60 offerees in the Kingdom ofSaudi Arabia and the minimum consideration payable is not less than the US$ equivalent of SaudiRiyals 1 million per offeree, such offer of securities shall be deemed to be an exempt offer for thepurposes of the Regulations, but is subject to the following restrictions on secondary marketactivity:(a)(b)(c)(d)A Saudi Investor (the transferor) who has acquired Trust Certificates pursuant to this exemptoffer may not offer or sell Trust Certificates to any person (referred to as a transferee) unlessthe price to be paid by the transferee for such Trust Certificates equals or exceeds SR1million.If the provisions of paragraph (a) cannot be fulfilled because the price of the Trust Certificatesbeing offered or sold to the transferee has declined since the date of the original exemptoffer, the transferor may offer or sell the Trust Certificates to the transferee if their purchaseprice during the period of the original exempt offer was equal to or exceeded SR1 million.If the provisions of paragraphs (a) and (b) cannot be fulfilled, the transferor may offer or sellTrust Certificates if he/she sells his entire holding of Trust Certificates to one transferee.The provisions of paragraphs (a), (b) and (c) shall apply to all subsequent transferees of theTrust Certificates.97