Obligation Snamprogetti 0.875% ( XS1505573482 ) en EUR

Snamprogetti

100 % ▲

Italie

XS1505573482 ( en EUR )

0.875% par an ( paiement annuel )

25/10/2026 - Obligation échue

Prospectus brochure de l'obligation Snam S.p.A XS1505573482 en EUR 0.875%, échue

Snam S.p.A. est une société italienne d'énergie opérant dans le transport et le stockage de gaz naturel, ainsi que dans les énergies renouvelables.

L'Obligation émise par Snamprogetti ( Italie ) , en EUR, avec le code ISIN XS1505573482, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/10/2026

BASE PROSPECTUS

Snam S.p.A.
(incorporated with limited liability in the Republic of Italy)
10,000,000,000
Euro Medium Term Note Programme

Under this 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), Snam S.p.A. (the "Issuer" or "Snam") may from time to time issue notes (the
"Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 10,000,000,000 (or its equivalent in other
currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the
Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References
in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers
agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated
10 July 2005 on prospectuses for securities (the "Prospectus Act 2005") to approve this document as a base prospectus. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock
Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European
Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus
Directive (as implemented in the relevant Member State(s)).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to
each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to
be listed, will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be published
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between
the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to
the Base Prospectus, a new Base Prospectus or a drawdown prospectus, in the case of listed Notes only, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"), and included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List- registered-and-certified-CRAs) in accordance with the CRA Regulation, will be disclosed in the Final Terms. A security rating is not
a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Please also refer to
"Risks related to the market generally" in the "Risk Factors" section of this Base Prospectus.
Arranger
BNP PARIBAS

Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Banca IMI
BNP PARIBAS
Barclays
Citigroup
BofA Merrill Lynch
Goldman Sachs International
Crédit Agricole CIB
HSBC
ING Bank
J.P. Morgan
Mediobanca
MUFG
Mizuho Securities
Morgan Stanley
SMBC Nikko
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank
The date of this Base Prospectus is 4 October 2016.

This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme
for the purposes of Article
5.4 of the Prospectus Directive. Prospectus Directive means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant
implementing measure in a relevant Member State of the European Economic Area.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of
the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated by reference and form
part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided by
the Issuer in connection with the Programme.
This Base Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications.
It is hereby confirmed that (a) to the extent that information reproduced herein derives from a third
party, such information has been accurately reproduced and (b) insofar as the Issuer is aware and is
able to ascertain from information derived from a third party, no facts have been omitted which would
render the information reproduced inaccurate or misleading.
No person is or has been authorised by the Issuer or any Dealer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on
behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date indicated in the document containing the same. The
Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in the Notes of any information coming to their
attention.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain

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exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (see "Subscription and Sale").
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 the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuer and the Dealers 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
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Dealers which is intended to 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, the European Economic Area (including
the United Kingdom, the Republic of Italy (Italy) and France) and Japan, see "Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member
State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly
any person making or intending to make an offer in that Relevant Member State of Notes which are the
subject of an offering contemplated in this Base Prospectus as completed by Final Terms in relation to
the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.

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Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
All references in this document to euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the functioning of the
European Union, as amended and all references to U.S. dollars, U.S.$ and $ refer to United States
dollars.
Any websites included in this Base Prospectus are for information purposes only and do not form part
of the Base Prospectus.

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TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME .............................................................................................................. 1
RISK FACTORS ................................................................................................................................................. 6
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 26
FORM OF THE NOTES ................................................................................................................................... 28
APPLICABLE FINAL TERMS ........................................................................................................................ 30
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 45
USE OF PROCEEDS ........................................................................................................................................ 79
DESCRIPTION OF THE ISSUER.................................................................................................................... 80
GLOSSARY OF TERMS AND LEGISLATION RELATING TO THE ISSUER ........................................ 130
REGULATORY AND LEGISLATIVE FRAMEWORK ............................................................................... 133
REGULATORY - TARIFFS OF INTERNATIONAL ACTIVITIES ............................................................ 154
TAXATION .................................................................................................................................................... 158
SUBSCRIPTION AND SALE ........................................................................................................................ 167
GENERAL INFORMATION.......................................................................................................................... 170
ANNEX 1 - FURTHER INFORMATION RELATED TO INFLATION LINKED NOTES ........................ 172

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and
rules.

(i)

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes
shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, a new
Base Prospectus, a drawdown prospectus or a supplement to the Base Prospectus, if appropriate, in the
case of listed Notes only, will be made available which will describe the effect of the agreement reached in
relation to such Notes.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No. 809/2004 (the "Prospectus Regulation") implementing the Prospectus
Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this overview.
Issuer .......................................
Snam S.p.A.
Risk Factors ........................... There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out
under "Risk Factors" and include, amongst others, risks relating to the effect
of changes in tariff levels and risks of changes in regulation and legislation.
In addition, there are certain factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme. These are set out under "Risk Factors" and include certain
risks relating to the structure of particular Series of Notes and certain market
risks.
Description ............................. Euro Medium Term Note Programme
Arranger .................................
BNP Paribas
Dealers .................................... Banca IMI S.p.A.

Banco Bilbao Vizcaya Argentaria, S.A.

Barclays Bank PLC
BNP Paribas

Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Goldman Sachs International
HSBC Bank plc
ING Bank N.V.

J.P. Morgan Securities plc

Mediobanca - Banca di Credito Finanziario S.p.A.

Merrill Lynch International

Mizuho International plc

Morgan Stanley & Co. International plc

MUFG Securities EMEA plc

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SMBC Nikko Capital Markets Limited

Société Générale

UBS Limited

UniCredit Bank AG

and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions ...............
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply with
such laws, guidelines, regulations, restrictions or reporting requirements
from time to time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the
issue are accepted in the United Kingdom, constitute deposits for the
purposes of the prohibition on accepting deposits contained in section 19 of
the Financial Services and Markets Act 2000 ("FSMA") unless they are
issued to a limited class of professional investors and have a denomination
of at least £100,000 or its equivalent, see "Subscription and Sale".
Issuing and Principal Paying

Agent .......................................
BNP Paribas Securities Services, Luxembourg Branch
Programme Size .....................
Up to 10,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) outstanding at any time. The
Issuer may increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution ............................ Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.
Currencies .............................. Notes may be denominated in, subject to any applicable legal or regulatory
restrictions, any currency agreed between the Issuer and the relevant Dealer
as specified in the applicable Final Terms.
Maturities ............................... The Notes will have such maturities as may be agreed between the Issuer
and the relevant Dealer, subject to such minimum or maximum maturities as
may be allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the Issuer or
the relevant Specified Currency.
Issue Price............................... Notes may be issued on a fully-paid basis and at an issue price which is at
par or at a discount to, or premium over, par.
Form of Notes .........................
The Notes will be issued in bearer form as described in "Form of the Notes".
Fixed Rate Notes .................... Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer and, on redemption, will be
calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer, each as specified in the
applicable Final Terms.

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Floating Rate Notes ............... Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or

(b)
on the basis of a reference rate set out in the applicable Final Terms,
which may be EURIBOR, LIBOR, CMS Rate or Constant Maturity
BTP Rate.

The margin (if any) relating to such floating rate will be agreed between the
Issuer and the relevant Dealer for each Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as agreed
prior to issue by the Issuer and the relevant Dealer, will be payable on such
Interest Payment Dates, and will be calculated on the basis of such Day
Count Fraction, as may be agreed between the Issuer and the relevant
Dealer.
Inflation Linked Notes .......... Payments of principal in respect of Index Linked Redemption Notes or of
interest in respect of Index Linked Interest Notes will be calculated by
reference to one or more inflation indices, as may be agreed between the
Issuer and relevant Dealer.
Zero Coupon Notes ................
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest.
Redemption ............................ The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other than for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer and/or the Noteholders upon giving
notice to the Noteholders or the Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such
other terms as may be agreed between the Issuer and the relevant Dealer.

Notes having a maturity of less than one year may be subject to restrictions
on their denomination and distribution, see "Certain Restrictions - Notes
having a maturity of less than one year" above.
Denomination of Notes .......... The Notes will be issued in such denominations as may be agreed between
the Issuer and the relevant Dealer save that the minimum denomination of
each Note will be such amount as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Specified Currency, see "Certain
Restrictions - Notes having a maturity of less than one year" above, and
save that the minimum denomination of each Note will be 100,000 (or, if
the Notes are denominated in a currency other than euro, the equivalent
amount in such currency).
Taxation ..................................
All payments in respect of the Notes will be made without deduction for or
on account of withholding taxes imposed by any Tax Jurisdiction as
provided in Condition 7 (Taxation). In the event that any such deduction is
made, the Issuer will, save in certain limited circumstances provided in
Condition 7 (Taxation), be required to pay additional amounts to cover the

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amounts so deducted.
Negative Pledge ...................... The terms of the Notes will contain a negative pledge provision as further
described in Condition 3 (Negative Pledge).
Cross Default ..........................
The terms of the Notes will contain a cross default provision as further
described in Condition 9 (Events of Default).
Status of the Notes ................. The Notes will constitute direct, unconditional, unsubordinated and (subject
to the provisions of Condition 3 (Negative Pledge)) unsecured obligations of
the Issuer and will rank pari passu among themselves and (save for certain
obligations required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of the Issuer, from
time to time outstanding.
Rating ..................................... Series of Notes to be issued under the Programme will be rated or unrated.
Where a series of Notes is rated, such rating will be disclosed in the Final
Terms and will be issued by a credit rating agency established in the
European Union and registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"). Such rating will not necessarily be the
same as the rating assigned to the Issuer or to Notes already issued.

Current ratings of the Issuer's long-term debt are set out in the table below:

Rating
Outlook
S&P BBB
stable
Moody's
Baa1
stable
Fitch
BBB+
stable
Each of S&P, Moody's and Fitch is established in the European Union
and registered under the CRA Regulation and as such is included in the
list of credit rating agencies published by the European Securities and
Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency.

Approval of base prospectus,
Application has been made to the CSSF to approve this document as a base
listing and admission to
prospectus. Application has also been made to the Luxembourg Stock
trading .................................... Exchange for Notes issued under the Programme to be admitted to trading
on the Luxembourg Stock Exchange's regulated market and to be listed on
the Official List of the Luxembourg Stock Exchange.

Notes may be listed or admitted to trading, as the case may be, on other or
further stock exchanges or markets agreed between the Issuer and the
relevant Dealer in relation to the Series. Notes which are neither listed nor
admitted to trading on any market may also be issued.

The applicable Final Terms will state whether or not the relevant Notes are
to be listed and/or admitted to trading and, if so, on which stock exchanges
and/or markets.
Governing Law ...................... The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by, and shall be construed in
accordance with, English law.
Selling Restrictions ................ There are restrictions on the offer, sale and transfer of the Notes in the
United States, the European Economic Area (including the United

4

Kingdom, Italy and France), Japan and such other restrictions as may be
required in connection with the offering and sale of a particular Tranche of
Notes, see "Subscription and Sale".

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