Terms of usage for EMTN base prospectus

The Base Prospectus appearing herein comprises a prospectus for the purposes of Article 5 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 for the purpose of giving information.

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer, sale or delivery of Notes may be restricted by law in certain jurisdictions. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may include Notes in bearer form, which are subject to U.S. tax law requirements.

The Issuer, the dealers or any other intermediary do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available there under, or assume any responsibility for facilitating any such distribution or offering.

In particular, no action has been taken by the Issuer, the dealers or any other intermediary, which would permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, Australia, Canada, New Zealand, South Africa, Japan and in the States of the European Economic Area to the extent this Base Prospectus has not been pass ported to such State within the European Economic Area.

THIS BASE PROSPECTUS OR ANY PART THEREOF OR ANY OTHER DOCUMENTS RELATING TO THE BASE PROSPECTUS MAY NOT BE PASSED OR DISTRIBUTED IN THE UNITED STATES OR TO U.S. PERSONS.