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Selling Restrictions

General

The Sole Lead Manager has represented and agreed that it will (to the best of its knowledge and belief)

comply with all applicable securities laws and regulations in force in any jurisdiction in or from which it

purchases, offers, sells or delivers the Notes or possesses or distributes this Prospectus and that it will

obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of

the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it

makes such purchases, offers, sales or deliveries and neither the Issuer, the Guarantor nor the Sole Lead

Manager shall have any responsibility therefore. Neither the Issuer, the Guarantor nor the Sole Lead

Manager has represented that the Notes may at any time lawfully be sold in compliance with any applica-

ble registration or other requirements in any jurisdiction, or pursuant to any exemption available there-

under, or assumes any responsibility for facilitating such sale.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus

Directive (each, a “Relevant Member State”), the Sole Lead Manager has represented and agreed that

with effect from and including the date on which the Prospectus Directive is implemented in that Member

State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the

public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes

which has been approved by the competent authority in that Relevant Member State in accordance with

the Prospectus Directive or, where appropriate, published in another Relevant Member State and notified

to the competent authority in that Relevant Member State in accordance with Article 18 of the Prospectus

Directive, except that it may, with effect from and including the Relevant Implementation Date, make an

offer of Notes to the public in that Relevant Member State at any time: (a) to legal entities which are au-

thorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corpo-

rate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an aver-

age of at least 250 employees during the last fiscal year; (2) a total balance sheet of more than EUR

43,000,000 and (3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or

consolidated accounts; (c) to fewer than 100 natural or legal persons (other than qualified investors as

defined in the Prospectus Directive); or (d) in any other circumstances which do not require the publica-

tion by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive; provided that no such

offer of Notes shall require the Issuer or the Sole Lead Manager to publish a prospectus pursuant to Arti-

cle 3 of the Prospectus Directive or supplement a prospectus pursuant to Articles 16 of the Prospectus

Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to

any Notes in any Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to

decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any meas-

ure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Direc-

tive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant

Member State.

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AEG 21604 G Manual de usuario Pagina 223