iesy Repository GmbH - Irish Stock Exchange

General
BOOK-ENTRY, DELIVERY AND FORM
Each series of Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A under the
U.S. Securities Act will be represented by a global note in registered form without interest coupons attached (the “Rule 144A
Global Notes”). The Rule 144A Global Notes representing dollar notes will be deposited with The Bank of New York as
custodian for the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The
Rule 144A Global Note representing euro notes will be deposited with The Bank of New York as common depositary (the
“Common Depositary”) and registered in the name of the nominee of the common depository for the accounts of Euroclear
and Clearstream.
Each series of Notes sold outside the United States in reliance on Regulation S under the U.S. Securities Act will be
represented by a temporary global note in registered form without interest coupons attached (the “Temporary Regulation S
Global Notes”). The Regulation S Global Note representing dollar notes will be deposited with The Bank of New York as
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Regulation S Global Note
representing euro notes will be deposited with the common depositary and registered in the name of the nominee of the
common depositary for the accounts of Euroclear and Clearstream. Beneficial ownership interests in the Temporary
Regulation S Global Notes representing euro notes may be exchanged for interests in the Rule 144A Global Notes, a
permanent euro Regulation S global note (the “Permanent Euro Regulation S Global Notes”) or a Definitive Registered Note
only after the 40th day after the issuance of the Notes, and then only (i) upon certification in form reasonably satisfactory to
the Transfer Agent that the beneficial ownership interests in such Permanent Euro Regulation S Global Note are owned by or
being transferred to either non-U.S. persons who purchased such interests in a transaction that did not require registration
under the Securities Act and (ii) in the case of an exchange for a Definitive Registered Note, in compliance with the
requirements described under “—Transfers.” Beneficial ownership interests in the Temporary Regulation S Global Notes
representing dollar notes will be automatically exchanged for interests in permanent dollar Regulation S global notes (the
“Permanent Dollar Regulation S Global Notes”, and together with the Permanent Euro Regulation S Global Notes and the
Temporary Regulation S Global Notes, the “Regulation S Global Notes”, and, together with the Rule 144A Global Notes, the
“Global Notes”) after the 40th day of the initial issuance of the Notes.
In the event that Additional Notes are issued pursuant to the terms of the indenture, the Issuer may, in its sole
discretion, cause some or all of such Additional Notes, if any, to be issued in the form of one or more Global Notes (the
“Additional Global Notes”) and, in the case of Additional Notes denominated in U.S. dollars and offered and sold within the
United States to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act, registered in the name
of and deposited with Cede & Co., as nominee of DTC, or in the case of Additional Notes denominated in euro or in U.S.
dollars and sold outside the United States in reliance on Regulation S under the U.S. Securities Act, registered in the name of
and deposited with the nominee of the Common Depositary for Euroclear and/or Clearstream.
Ownership of beneficial interests in each Rule 144A Global Note (“Restricted Book-Entry Interests”) and ownership of
interests in each Regulation S Global Note (the “Unrestricted Book-Entry Interests”) and ownership of interests in each
Additional Global Note (the Additional Notes Book-Entry Interests and, together with the Restricted Book-Entry Interests
and the Unrestricted Book-Entry Interests, the “Book-Entry Interests”) will be limited to persons that have accounts with the
relevant Depositary or persons that may hold interests through such participants. Book-Entry Interests will be shown on, and
transfers thereof will be effected only through, records maintained in book-entry form by the relevant Depositary and their
participants. As used in this section, “Depositary” means, with respect to the Global Notes and the Additional Global Notes,
if any, DTC, Euroclear and/or Clearstream, as applicable.
The Book-Entry Interests will not be held in definitive form. Instead, the relevant Depositary will credit on its bookentry
registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The
laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take
physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or
pledge or grant any other security interest in Book-Entry Interests. In addition, while the notes are in global form, “holders”
of Book-Entry Interests may not be considered the owners or “holders” of notes for purposes of the indenture.
So long as the notes and the Additional Notes are held in global form, DTC, Euroclear and/or Clearstream, as
applicable (or their respective nominees), may be considered the sole holders of Global Notes for all purposes under the
indenture. As such, participants must rely on the procedures of DTC, Euroclear and/or Clearstream, and indirect participants
must rely on the procedures of DTC, Euroclear, Clearstream and the participants through which they own Book-Entry
Interests, to transfer their interests or to exercise any rights of holders under the indenture.
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