MERRILL LYNCH INTERNATIONAL & CO. C.V. WARRANT AND CERTIFICATE PROGRAMME MERRILL LYNCH & CO., INC.

Transcription

1 SUPPLEMENT 29th November, 2007 MERRILL LYNCH INTERNATIONAL & CO. C.V. WARRANT AND CERTIFICATE PROGRAMME unconditionally and irrevocably guaranteed by MERRILL LYNCH & CO., INC. This supplement is supplemental to, and should be read in conjunction with, the Offering Circular dated 28th September, 2007 as supplemented by the supplement to the Offering Circular dated 19th October, 2007, the supplement to the Offering Circular dated 29th October, 2007 and the supplement to the Offering Circular dated 13th November, 2007 (together the "Offering Circular") issued by Merrill Lynch International & Co. C.V. (the "Issuer") in respect of its Warrant and Certificate Programme (the "Programme"). Terms defined in the Offering Circular have the same meaning when used in this Supplement. The Issuer and ML&Co. have produced this Supplement which constitutes a supplement to the Offering Circular within the meaning of Article 16 of Directive 2003/71/EC for the following purposes: (a) (b) (c) (d) (e) to include a revised Summary of the Programme, Applicable Final Terms and Terms and Conditions of the Securities in the Offering Circular to provide for Securities under the Programme to be issued into and cleared through the Swedish CSD; to include a new Form of Guarantee; to include a new taxation section with respect to Sweden; to set out a "Certification of No Ownership by U.S Persons" section; and to amend the "Clearing Systems" section of the Offering Circular. Each of the Issuer and ML&Co. accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and ML&Co. (each of which has taken all reasonable care to ensure such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this Supplement there has been no other significant new factor, material mistake or material inaccuracy relating to the information included in the Offering Circular since initial publication of the Offering Circular. In accordance with Article 13 paragraph 2 of the Luxembourg law of 10th July, 2005 on prospectuses for securities investors who have agreed to purchase or subscribe for the Securities before this Supplement is published have the right, exercisable within a time period of a minimum of two working days after the publication of this Supplement, to withdraw their acceptances. Securities sold exclusively outside the United States to non-u.s. persons which are to be issued into and cleared through accounts at the Swedish CSD ("Swedish Securities") will be issued in dematerialised and uncertificated book entry form in accordance with the Swedish Financial Instruments Accounts Act (in Swedish: lag (1998:1479) om kontoföring av finansiella instrument). Swedish Securities will be European Style Securities, Cash Settled Securities and Automatic Exercise will apply. This Supplement will be available as set out in the section "Documents Available" in the Offering Circular and on the Luxembourg Stock Exchange website (

2 CONTENTS Section Page Summary of the Programme...3 Applicable Final Terms...10 Terms and Conditions of the Securities...24 Form of Guarantee...66 Taxation...68 Certification of No Ownership by U.S. Persons...69 General Information

3 SUMMARY OF THE PROGRAMME The Summary of the Programme set out in the Offering Circular shall be deleted in its entirety and replaced by the following: "SUMMARY OF THE PROGRAMME This summary must be read as an introduction to this Offering Circular and any decision to invest in any Securities should be based on a consideration of this Offering Circular as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the Responsible Persons in any such Member State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Offering Circular. Where a claim relating to information contained in this Offering Circular is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Offering Circular before the legal proceedings are initiated. The following Summary is qualified in its entirety by the remainder of this Offering Circular. Words and expressions defined in "Terms and Conditions of the Securities" and in the remainder of this Offering Circular shall have the same meanings in this summary. Information relating to the Issuer Issuer: Business: Merrill Lynch International & Co. C.V. ("MLICO") MLICO is a Netherlands Antilles limited partnership of unlimited duration which commenced operation on 1st August, 1975 under registered number in the Commercial Registry of the Chamber of Commerce in Curaçao. MLICO engages primarily in the issuance of Securities and related financial instruments and the distribution of Merrill Lynch management funds world-wide (with the exception of North America) and other managed fund products. ML&Co. is the ultimate parent of MLICO. MLICO's registered office and business address is at Kaya W.F.G. (Jombi) Mensing 36, Curaçao, Netherlands Antilles. Information relating to the Guarantor Guarantor: Business: Merrill Lynch & Co., Inc. ("ML&Co.") ML&Co. is a holding company that, through its subsidiaries and affiliates, provides investment, financing, insurance and related services to individuals and institutions on a global basis through its broker dealer, insurance and other financial services subsidiaries. Its principal subsidiaries include Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Merrill Lynch Government Securities Inc., Merrill Lynch Capital Services, Inc., Merrill Lynch Bank USA, Merrill Lynch Bank & Trust Co. FSB, Merrill Lynch International Bank 3

4 Limited, Merrill Lynch Mortgage Capital, Inc., Merrill Lynch Japan Securities Co., Ltd., Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, Merrill Lynch Derivative Products AG and ML IBK Positions, Inc. The services ML&Co. and its principal subsidiaries provide include: securities brokerage, trading and underwriting; investment banking, strategic advisory services (including mergers and acquisitions) and other corporate finance activities; wealth management products and services, including financial, retirement and generational planning; investment management and advisory and related record-keeping services; origination, brokerage, dealer and related activities in swaps, options, forwards, exchange-traded futures, other derivatives, commodities and foreign exchange products; securities clearance, settlement financing services and prime brokerage; private equity and other principal investing activities; proprietary trading of securities, derivatives and loans; banking, trust, and lending services, including deposittaking, consumer and commercial lending, including mortgage loans, and related services; insurance and annuities sales; and research across the following disciplines: global fundamental equity research, global fixed income and equity-linked research, global economics and foreign exchange research, and global investment strategy. The principal executive office of ML&Co. is located at 4 World Financial Center, New York, New York 10080, United States of America. ML&Co.'s registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America. ML&Co. was incorporated under the laws of the State of Delaware, U.S.A., on 27th March, 1973 with file number Risk Factors: There are certain factors that may affect the ML&Co.'s ability to fulfil its obligations under the Guarantee. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Securities issued under the Programme, see "Risk Factors". 4

5 Information relating to the Programme: Description: Warrant and Certificate Programme Guarantee: The Securities will be unconditionally and irrevocably guaranteed by ML&Co. Arranger: Principal Security Agent: Luxembourg Security Agent: New York Security Agent: Frankfurt Security Agent: Swedish Security Agent: Calculation Agent: Distribution: Currencies: Clearing Systems: Type of Securities Merrill Lynch International The Bank of New York The Bank of New York (Luxembourg) S.A. The Bank of New York BNP Paribas Securities Services S.A. Skandinaviska Enskilda Banken AB (publ) Merrill Lynch International or such other calculation agent specified in the applicable Final Terms. Syndicated or non-syndicated basis. Euro, U.S. dollars, or in any other currency or currencies, subject to compliance with all applicable legal and/or regulatory restrictions, and/or central bank requirements. Euroclear, Clearstream, Luxembourg, Clearstream, Frankfurt, DTC and the Swedish CSD or such other clearing system as indicated in the applicable Final Terms. The Issuer may from time to time issue Warrants or Certificates (together "Securities") of any kind, including but not limited to Index Securities, Share Securities, Debt Securities, Currency Securities and Commodities Securities. The Securities may either be European Style Securities or American Style Securities. Swedish Securities will be European Style Securities only. Settlement: Index Securities: Share Securities: The Securities may be cash or physically settled. Securities sold in the United States or to, or for the account or benefit of U.S. persons who are QIBs and also QPs will be cash settled. Swedish Securities will be Cash Settled Securities only. The Cash Settlement Amount in respect of Cash Settled Index Securities will be calculated by reference to a single index or basket of indices. The Cash Settlement Amount in respect of Cash Settled Share Securities will be calculated by reference to a single share or basket of shares. 5

6 The Entitlement in respect of Physical Delivery Share Securities will be a specified amount of shares of one or more companies, as applicable, subject to payment of the relevant Exercise Price and any other sums payable. Debt Securities: The Cash Settlement Amount in respect of Cash Settled Debt Securities will be calculated by reference to a single debt instrument or basket of debt instruments. The Entitlement in respect of Physical Delivery Debt Securities will be a specified amount of debt instruments of one or more issuers, as applicable, subject to payment of the relevant Exercise Price and any other sums payable. Currency Securities: The Cash Settlement Amount in respect of Cash Settled Currency Securities will be calculated by reference to a single currency or basket of currencies. The Entitlement in respect of Physical Delivery Currency Securities will be a specified amount of the relevant currencies, subject to payment of the relevant Exercise Price and any other sums payable. Commodity Securities: The Cash Settlement Amount in respect of Cash Settled Commodity Securities will be calculated by reference to a single commodity or basket of commodities. The Entitlement in respect of Physical Delivery Commodity Securities will be a specified amount of commodities, subject to payment of the relevant Exercise Price and any other sums payable. Other Securities: Issue Price: Exercise Rights: Securities relating to other underlying instruments or bases of reference may be issued on such terms as may be determined by the Issuer and specified in the applicable Final Terms. Securities will be issued at such price as shall be determined by the Issuer. European Style Securities are only exercisable on the Exercise Date. European Style Securities (represented by a Global Security held through Euroclear and/or Clearstream, Luxembourg or Clearstream, Frankfurt) where Automatic Exercise is not specified in the applicable Final Terms with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to a.m., Brussels, Luxembourg or Frankfurt time (as appropriate) on the Actual Exercise Date shall become void. European Style Securities (represented by a Global Security held through Euroclear and/or Clearstream, Luxembourg or 6

7 Clearstream, Frankfurt) where Automatic Exercise is specified in the applicable Final Terms and which are "In-The-Money" with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to a.m., Brussels, Luxembourg or Frankfurt time (as appropriate) shall be automatically exercised on the Actual Exercise Date. European Style Securities (represented by a Rule 144A Global Security held through DTC) where Automatic Exercise is not specified in the applicable Final Terms with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to 5.00 p.m. New York City time on the New York Business Day preceding the Actual Exercise Date shall become void. European Style Securities (represented by a Global Security held through DTC) where Automatic Exercise is specified in the applicable Final Terms and which are "In-The-Money" with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to 5.00 p.m. New York City time on the New York Business Day preceding the Actual Exercise Date, shall be automatically exercised on the Actual Exercise Date. American Style Securities are exercisable on any Exercise Business Day during the Exercise Period. American Style Securities (represented by a Global Security held through Euroclear and/or Clearstream, Luxembourg or Clearstream, Frankfurt) where Automatic Exercise is not specified in the applicable Final Terms with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to a.m. Brussels, Luxembourg or Frankfurt time (as appropriate) on the Expiration Date shall become void. American Style Securities (represented by a Global Security held through Euroclear and/or Clearstream, Luxembourg or Clearstream, Frankfurt) where Automatic Exercise is specified in the applicable Final Terms and which are "In-The-Money" with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to a.m. Brussels, Luxembourg or Frankfurt time (as appropriate) on the Expiration Date shall be automatically exercised on the Expiration Date. American Style Securities (represented by a Rule 144A Global Security held through DTC) where Automatic Exercise is not specified in the applicable Final Terms with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to 5.00 p.m., New York City time on the New York Business Day immediately preceding the Expiration Date shall become void. American Style Securities (represented by a Rule 144A Global 7

8 Security held through DTC) where Automatic Exercise is specified in the applicable Final Terms and which are "In-The- Money" with respect to which no Exercise Notice has been delivered in the manner set out in Condition 6 at or prior to 5.00 p.m., New York City time, on the New York Business Day preceding the Expiration Date shall be automatically exercised. Swedish Securities will be Automatically Exercised. Form of Securities: In the event that the applicable Final Terms do not specify that the Securities are eligible for sale (a) in the United States to QIBs who are also QPs or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs, the Securities will either be (i) represented by either a Euroclear/CBL Global Security or a CBF Global Security or (ii) issued in uncertificated and dematerialised book-entry form in accordance with the provisions of the Swedish Financial Instruments Accounts Act (in Swedish: lag (1998:1479) om kontoföring av finansiella instrument), in each case as indicated in the Final Terms. In the event that the applicable Final Terms specify that Securities are eligible for sale exclusively in the United States or to, or for the account or benefit of, U.S. persons pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, the Securities sold (a) in the United States to qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("QIBs") who are also each a qualified purchaser (each a "QP") within the meaning of Section 3(c)(7) and as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs will be represented by a Rule 144A Global Security. Beneficial interests in a Rule 144A Global Security held through DTC must be held through an account with a direct participant in DTC that has been expressly authorised by the Issuer to hold such interests (an "Authorised Custodian") and each Authorised Custodian will have agreed with the Issuer not to transfer any portion of a beneficial owner's interests in the Rule 144A Global Security to the account of any other person at the relevant Authorised Custodian, or to the account of any other participant in DTC or otherwise, without the prior written consent of the Issuer or the prior written consent of a person authorised to act on the Issuer's behalf. If specified in the applicable Final Terms, the Securities may be sold (a) in the United States to QIBs who are also QPs or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs and, in either case, concurrently outside the United States to non-u.s. persons and will be represented by a Regulation S/Rule 144A Global Security. Except as specified herein, Definitive Securities will not be issued. 8

9 Taxation and Expenses: A holder of Securities must pay all Exercise Expenses relating to such Securities. The Issuer shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise or enforcement of any Security by any person and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted. Status of Securities: Status of Guarantee: Listing and admission to trading: The Securities constitute direct, unsubordinated, unconditional and unsecured obligations of the Issuer and rank pari passu among themselves. The obligations of the Guarantor under such guarantee rank pari passu with its other present and future unsecured and unsubordinated contractual obligations, same for such exceptions as may be provided by applicable legislation or judicial order. Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Securities 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. Securities may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or market(s) as determined by the Issuer. Securities 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 Securities are to be listed and/or admitted to trading and, if so, on which stock exchange(s) and/or market(s). Governing Law: Selling Restrictions: The Securities will be governed by, and construed in accordance with, English law. There are restrictions on the offer, sale and transfer of the Securities in the United States, the European Economic Area (including the United Kingdom) and the Netherlands Antilles and such other restrictions as may be required in connection with the offering and sale of a particular series of Securities, see "Offering and Sale".". 9

10 APPLICABLE FINAL TERMS The Applicable Final Terms set out in the Offering Circular shall be deleted in its entirety and replaced by the following: "APPLICABLE FINAL TERMS MERRILL LYNCH INTERNATIONAL & CO. C.V. [Title of Securities] under the Merrill Lynch International & Co. C.V. Warrant and Certificate Programme unconditionally and irrevocably guaranteed by Merrill Lynch & Co. Inc. ("ML&Co.") [The Offering Circular referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (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 the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so: (i) (ii) in circumstances in which no obligation arises for the Issuer or any Manager 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; or in those Public Offer Jurisdictions mentioned in Paragraph 45 of Part A below, provided such person is one of the persons mentioned in Paragraph 45 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.] 1 [The Offering Circular referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (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 the Securities. Accordingly any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Manager 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 Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.] 2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Offering Circular dated 28th September, 2007 [and the supplement to the Offering Circular dated ] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in 1 Consider including this legend where a non-exempt offer of Securities is anticipated. (NB. Not relevant for an issue of Securities with an issue price of equal to or greater than EUR50,000 (or its equivalent in another currency).) 2 Consider including this legend where only an exempt offer of Securities is anticipated. (NB. Not relevant for an issue of Securities with an issue price of equal to or greater than EUR50,000 (or its equivalent in another currency).) 10

11 conjunction with the Offering Circular [as supplemented]. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Offering Circular [as supplemented]. The Offering Circular [and the supplement to the Offering Circular] is [are] available for viewing during normal business hours at the registered office of the Issuer, the specified offices of the Security Agents for the time being in London, Luxembourg and New York City. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Offering Circular dated [original date] [and the supplement to the Offering Circular dated ]. This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with the Offering Circular dated 28th September, 2007 [and the supplement to the Offering Circular dated ], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive save in respect of the Conditions which are extracted from the Offering Circular [original date] [and the supplement to the Offering Circular dated ] and are attached hereto. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms, the Offering Circular dated 28th September, 2007 and the Offering Circular dated [original date] [and the supplement to the Offering Circular dated ]. Copies of the Offering Circular and such Offering Circular [and the supplement to the Offering Circular] are available for viewing at the registered office of the Issuer, the specified offices of the Security Agents for the time being in London, Luxembourg and New York City. [The Final Terms relating to each issue of Securities will contain (without limitation) such of the following information as is applicable in respect of such Securities. Any information that is not applicable will be deleted.] [When adding any other final terms or information consideration should be given as to whether such amendments would be acceptable as Final Terms or whether a prospectus for the issue should be prepared.] [These Final Terms shall also serve as a Confirmation by [name of applicable permitted dealer in the United States] pursuant to Rule 10b-10 of the Securities Exchange Act of 1934, as amended and any other applicable rules and regulations.] References herein to numbered Conditions are to the terms and conditions of the Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as where otherwise expressly provided. 1. Issuer: Merrill Lynch International & Co. C.V. 2. Consolidation: The Securities are to be consolidated and form a single series with the [insert title of relevant series of Securities] issued on [insert issue date]. (N.B. Only applicable in relation to Securities which are fungible with an existing series of Securities) 3. Guarantor: ML&Co. 4. Type of Securities: (i) The Securities are [Warrants/Certificates]. (ii) The Securities are [Index Securities / Share Securities / 11

12 Debt Securities / Currency Securities / Commodity Securities / (specify other type of Security)]. (iii) The Securities are [European/American/(specify other)] Style Securities. (N.B. Swedish Securities may only be European Style Securities) (iv) [(v) The Securities are [Call Securities/Put Securities]. For the purposes of Condition 16(B)(2)(a), Local Tax Adjustment shall be applicable, and "Local Jurisdiction" shall mean [ ]] (N.B. Only applicable in relation to Share Securities.) 5. Averaging: Averaging [applies/does not apply] to the Securities. [The Averaging Dates are [ ].] [In the event that an Averaging Date is a Disrupted Day, [Omission/Postponement/Modified Postponement] (as defined in Condition 4) will apply.] [In the event of Modified Postponement applying, the Averaging Date will be determined [specify relevant provisions] (N.B. Only applicable in relation to Debt Securities, Currency Securities or Commodity Securities).] 6. Trade Date: The Trade Date is [ ]. [The time of the transaction by each initial purchaser is available upon written request to [name of applicable permitted dealer in the United States].] (Applicable where Cash Settled Securities which are either Index Securities or Share Securities are eligible for sale (a) in the United States to QIBs who are also QPs or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs) 7. Issue Date: The issue date of the Securities is [ ]. 8. Exercise Date: The exercise date of the Securities is [ ], provided that, if such date is not an Exercise Business Day, the Exercise Date shall be the immediately [preceding/succeeding] Exercise Business Day. (N.B. Only applicable in relation to European Style Securities) 9. Settlement Date: [(i)] The settlement date for the Securities is [ ]. (N.B. Applicable for Physical Delivery Securities. Only applicable for Cash Settled Securities if Settlement Date is different from the definition in Condition 4) [(ii) "Settlement Business Day" for the purposes of Condition 5(C)(ii) and Condition 6(F) means 12

13 [ ]. (N.B. Only applicable in the case of Physical Delivery Securities)] 10. Number of Securities being issued: The number of Securities being issued is [ ]. 11. Units: Securities must be exercised in Units. Each Unit consists of [ ] Securities. (N.B. This is in addition to any requirements relating to "Minimum Exercise Number" or "Maximum Exercise Number" set out below). 12. Issue Price: The issue price per [Security/Unit] is [ ]. 13. Exercise Price: The exercise price per [Security/Unit] (which may be subject to adjustment in accordance with Condition 16) is [ ]. (N.B. This should take into account any relevant Multiplier and, in the case of an Index Security, must be expressed as a monetary value). 14. Exercise Period: The exercise period in respect of the Securities is from and including [ ] to and including [ ] [, or if [ ] is not an Exercise Business Day, the immediately succeeding Exercise Business Day]. (N.B. Only applicable in relation to American Style Securities) 15. Automatic Exercise: Automatic exercise [applies/does not apply] to the Securities. (N.B. Automatic exercise will always apply to Swedish Securities) 16. Exchange Business Day: [ ] (N.B. Only applicable if different from the definition in Condition 4 or if the Securities are Debt Securities, Currency Securities, Commodity Securities or any other type of Securities). 17. Business Day Centre(s): The applicable Business Day Centre[s] for the purposes of the definition of "Business Day" in Condition 4 [is/are] [ ]. 18. Settlement: Settlement will be by way of [cash payment ("Cash Settled Securities")] [and/or] [physical delivery ("Physical Delivery Securities")]. (N.B. Swedish Securities may only be Cash Settled Securities) 19. Issuer's option to vary settlement: The Issuer [has/does not have] the option to vary settlement in respect of the Securities. 20. Exchange Rate: The applicable rate of exchange for conversion of any amount into the relevant settlement currency for the purposes of determining the Settlement Price (as defined in Condition 4) or the Cash Settlement Amount (as defined in Condition 4) is [insert rate of exchange and details of how and when such rate is to be ascertained]. 13

14 21. Settlement Currency: The settlement currency for the payment of [the Cash Settlement Amount] (in the case of Cash Settled Securities)/[the Disruption Cash Settlement Amount] (in the case of Physical Delivery Securities) is [ ]. 22. Calculation Agent: The Calculation Agent is [Merrill Lynch International]/[specify other]. 23. Exchange(s): [For the purposes of Condition 4 and Condition 16(B), the relevant Exchange[s] [is/are] [ ]. (N.B. Only applicable in relation to Share Securities)] 24. Exchange(s) and Index Sponsor: [For the purposes of Condition 4 and Condition 16(A): (a) the relevant Exchange[s] [is/are] [ ] and; (b) the relevant Index Sponsor is [ ]; (N.B. Only applicable in relation to Index Securities)] 25. Related Exchange(s): [For the purposes of Condition 4 and Condition 16(B), the relevant Related Exchange(s) [is/are] [ ]/[All Exchanges] (N.B. Only applicable in relation to Share Securities)]/[For the purposes of Condition 4 and Condition 16(A), the relevant Related Exchange(s) [is/are] [ ]/[All Exchanges] (N.B. Only applicable in relation to Index Securities)] 26. Multiplier: The multiplier to be applied to each item comprising the Basket to ascertain the Settlement Price is [ ]. Each such Multiplier shall be subject to adjustment [in accordance with Condition 16(B) in the case of Share Securities]/[specify other]. (N.B. Only applicable in relation to Cash Settled Securities relating to a Basket) 27. Nominal Amount: The nominal amount which is to be used to determine the Cash Settlement Amount pursuant to Condition 5 is [ ] and the relevant screen page ("Relevant Screen Page") is [ ]. (N.B. Only applicable in relation to Cash Settled Securities relating to Debt Instruments) 28. Relevant Asset(s): The relevant asset to which the Securities relate [is/are] [ ]. (N.B. Only applicable in relation to Physical Delivery Securities) 29. Entitlement: (i) (ii) (iii) The Entitlement (as defined in Condition 4) in relation to each Security is [ ]. The Entitlement will be evidenced by [insert details of how the Entitlement will be evidenced]. The Entitlement will be delivered [insert details of the 14

15 method of delivery of the Entitlement]. (N.B. Only applicable in relation to Physical Delivery Securities) 30. Guaranteed Cash Settlement Amount: The Guaranteed Cash Settlement Amount (as defined in Condition 3) is calculated [specify calculation method]. (N.B. Only applicable in the case of Physical Delivery Securities) 31. Minimum Exercise Number: The minimum number of Securities that may exercised on any day by any Securityholder is [ ] [and Securities may only be exercised in integral multiples of [ ] Securities in excess thereof]. 32. Maximum Exercise Number: The maximum number of Securities that must be exercised on any day by any Securityholder or group of Securityholders (whether or not acting in concert) is [ ]. (N.B. not applicable for European Style Securities) 33. Settlement Price: The Settlement Price will be calculated [insert calculation method]. (N.B. Only applicable in relation to Commodity Securities) 34. Disrupted Day: If the Valuation Date or an Averaging Date (each as defined in Condition 4), as the case may be, is a Disrupted Day, the Settlement Price will be calculated [insert calculation method]. (N.B. Only applicable where provisions in the Terms and Conditions not appropriate) 35. Redemption of Debt Instruments: Where one or more of the relevant Debt Instruments is redeemed (or otherwise ceases to exist) before the expiration of the relevant Securities, [insert appropriate fallback provisions]. (N.B. Only applicable in relation to Debt Securities) (N.B. Only applicable where provisions in the Terms and Conditions not appropriate) 36. Valuation Time: The valuation time is [ ], being the time specified on the Valuation Date or an Averaging Date, as the case may be, for the calculation of the Settlement Price (N.B. for Index Securities and Share Securities, if no Valuation Time is specified, the Settlement Price will be determined by reference to the relevant closing value or closing price(s), as the case may be). 37. Currency Securities: (i) (ii) The Relevant Screen Page is [ ]. The relevant base currency (the "Base Currency") is [ ]. 15

16 (iii) The relevant subject [currency/currencies] (each a "Subject Currency") [is/are] [ ]. (N.B. Only applicable in relation to Currency Securities) 38. Additional Disruption Events: [(a)] The following Additional Disruption Events apply to the Securities: (Specify each of the following which applies. N.B. Additional Disruption Events are applicable to certain Index Securities or Share Securities. Careful consideration should be given to whether Additional Disruption Events would apply for Debt Securities, Currency Securities, Commodity Securities or Index Securities relating to commodity indices and if so the relevant definitions will require amendment) [Change in Law Hedging Disruption Increased Cost of Hedging] [(b)] [The Trade Date is [ ]. (N.B. only applicable if Change in Law and/or Increased Cost of Hedging is applicable and where a Trade Date is not specified in paragraph 6 above) 39. Failure to Deliver due to Illiquidity: Failure to Deliver due to Illiquidity applies to the Securities. (N.B. (1) Only applicable in the case of Physical Delivery Securities. (2) Failure to Deliver due to Illiquidity is applicable to certain Share Securities. Careful consideration should be given to whether Failure to Deliver due to Illiquidity would apply to other Physical Delivery Securities) 40. Other Final Terms: (When adding any other final terms consideration should be given as to whether such amendments would be acceptable as Final Terms) 41. Form of Securities: [The Securities are to be issued into and transferred through Euroclear and Clearstream, Luxembourg.] OR [The Securities are to be issued into and transferred through Clearstream, Frankfurt.] OR [The Securities are eligible for sale in the United States to QIBs who are also QPs or to, or for the account or benefit of U.S. persons who are QIBs and also QPs.] [Regulation S/Rule 144A Global Security]/[Rule 144A Global Security] 16

17 OR [The Securities are to be issued into and cleared through the Swedish CSD. The Securities will be issued in dematerialised and uncertificated book entry form in accordance with the Swedish Financial Instruments Accounts Act (in Swedish: lag (1998:1479) om kontoföring av finansiella instrument).] 42. Eligibility for sale in the United States to QIBs who are also QPs or to, or for the account or benefit of, U.S. persons who are QIBs and also QPs: In relation to Cash Settled Securities which are either Index Securities or Share Securities, the Securities are [not] eligible for sale in the United States to QIBs who are also QPs, or to, or for the account or benefit of, U.S. persons who are QIBs and also QPs. [(Where Cash Settled Securities which are either Index Securities or Share Securities are eligible for sale (a) in the United States to QIBs who are also QPs, or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs, include the following:) (a) (b) (c) The Rule 144A Global Security will be held with [the New York Security Agent as custodian for DTC]/[a common depository on behalf of Euroclear and Clearstream, Luxembourg]; Beneficial interests in Securities held in DTC must be held through an Authorised Custodian. Each Authorised Custodian will have agreed with the Issuer not to transfer any portion of a beneficial owner's interest in the Rule 144A Global Security to the account of any other person at the relevant Authorised Custodian, or to the account of any other participant in DTC or otherwise, without the prior written consent of the Issuer or the prior written consent of a person authorised to act on the Issuer's behalf. Subsequent transfers of beneficial interests in the Securities may only be made to persons that hold such beneficial interests through direct DTC participants that have executed and delivered to the Issuer a Custodian Letter, in the form of Schedule 7 to the Warrant Agreement and available from the Issuer, and that have thereby become "Authorised Custodians" with respect to the Securities. See "Book-Entry Clearance Systems." the Securities [may/may not] be sold outside the United States to non-u.s. persons [(such Securities to be represented by a Regulation S/Rule 144A Global Security)]; 17

18 (d) (e) [insert applicable U.S. selling restrictions and specify details of any transfer restrictions and any necessary certifications, if different from those set out in the Terms and Conditions]; and [specify any amendments to the form of Exercise Notice (the form of which is set out in a schedule to the Warrant Agreement]).] DISTRIBUTION 43. The initial purchasers and [name of applicable permitted dealer in the United States] of the Securities: The dealer for the Securities is [name of applicable permitted dealer in the United States], acting as principal. [Name of applicable permitted dealer in the United States] does not receive any compensation for the sales in which it participates. (Applicable where Cash Settled Securities which are either Index Securities or Share Securities are eligible for sale (a) in the United States to QIBs who are also QPs or (b) to, or for the account or benefit of, U.S. persons who are QIBs and also QPs.)] 44. Syndication: The Securities will be distributed on a [non-] Syndicated basis. (i) If syndicated, names and addresses of Managers and underwriting commitments: [give names, and addresses and underwriting commitments] (Including names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers) (ii) Date of Subscription Agreement: [ ] If non-syndicated, name [and address] of Manager (if not MLI): [Name [and address]] [Total commission and concession: [ ]] 45. Non exempt Offer : [Not Applicable] [An offer of the Securities may be made by the Manager[s] [and [specify names [and addresses] of other financial intermediaries making non-exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. "other parties authorised by the Manager[s]") or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known]] (together with the Manager[s], the "Financial Not relevant for an issue of Securities with an issue price of equal to or greater than EUR50,000 (or its equivalent in another currency). 18

19 46. Additional selling restrictions: [give details] Intermediaries") other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) - which must be jurisdictions where the Offering Circular and any supplements have been passported (in addition to the jurisdiction where approved and published)] ("Public Offer Jurisdictions") during the period from [specify date] until [specify date or a formula such as "the Issue Date" or "the date which falls [ ] Business Days thereafter"] ("Offer Period"). See further Paragraph 9 of Part B below. (N.B. Consider any local regulatory requirements necessary to be fulfilled so as to be able to make a non-exempt offer in relevant jurisdictions. No such offer should be made in any relevant jurisdiction until those requirements have been met. Non-exempt offers may only be made into jurisdictions in which the offering circular (and any supplement) has been notified/passported.) PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue [and public offer in the Public Offer Jurisdictions] [and admission to trading [specify relevant regulated market (for example, the Bourse de Luxembourg) and if relevant, admission to an official list (for example, the Official List of the Luxembourg Stock Exchange)]] of the Securities described herein pursuant to the Warrant and Certificate Programme of Merrill Lynch International & Co. C.V. RESPONSIBILITY [Subject as provided below, the Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. [The information relating to [and ] contained herein has been accurately extracted from [insert information source(s)]. The Issuer and ML&Co. accept responsibility for the accuracy of such extraction but accept[s] no further or other responsibility in respect of such information.] Signed on behalf of the Issuer: By:... Duly authorised 19

20 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: [Luxembourg/other (specify)/none] (ii) Admission to trading: [Application has been made for the Securities to be admitted to trading on [ ] with effect from [ ].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original securities are already admitted to trading) 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the Manager[s], so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer. - Amend as appropriate if there are other interests] 3. REASONS FOR THE OFFER, ESTIMATED NET PRO CEEDS AND TOTAL EXPENSES [(i) Reasons for the offer: [ ] (ii) Estimated net proceeds: [ ] (See "Use of Proceeds" wording in Offering Circular if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.)] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.) (iii) Estimated total expenses: [ ]. [Expenses are required to be broken down into each principal intended "use" and presented in order of priority of such "uses".] (i) above is requ ired where the reasons for the offer are different from making profit and/or hedging certain risks and where this is the case disclosure of net proceeds and total expenses at (ii) and (iii) above are also required. 4. PERFORMANCE OF [INDEX/BASKET OF INDICES], EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS [AND OTHER INFORMATION CONCERNING THE [INDEX/BASKET OF INDICES]] (Index Securities only) [Need to include details of where past and future performance and volatility of the [ index/basket of indices] can be obtained, the relevant weighting of each index within a basket of indices and where pricing information is available]. [Need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] 20

21 [Need to include the name of [the/each] index, the name of [the/each] index sponsor and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about [the/each] index can b e obtained.] 5. PERFORMANCE OF [THE SHARE/BASKET OF SHARES], EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS [ AND OTHER INFORMATION CONCERNING [THE SHARE/BASKET OF SHARES]] ( Share Securities only) [Need to include details of the name of [the/each] share company, any security identification number of the shares, where pricing information about the shares is available, the relevant weighting of each share within a basket of shares (if relevant) and where past and future performance and volatility of the [share/basket of shares] can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] 6. INFORMATION IN RELATION TO THE DEBT INSTRUMENT/INSTRUMENTS, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS [AND OTHER INFORMATION CON CERNING THE DEBT INSTRUMENT/INSTRUMENTS] (Debt Securities only) [Need to include details of the name of the issuer, the ISIN (International Securities Identification Number) of the debt instrument(s), the relevant weighting of each debt instrument in a basket of debt instruments (if relevant) and where pricing information on and where past and future performance and volatility of the debt instrument(s) can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] 7. PERFORMANCE OF [RATE[S] OF EXCHANGE/CURRENCIES], EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS [ AND OTHER INFORMATION CONCERNING [THE [RATE[S] OF EXCHANGE/ CURRENCIES]] (Currency Securities only) [Need to include details of [the/each] currency, where past and future performance and volatility of the [rate(s)/currencies] can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] 8. PERFORMANCE OF [THE COMMODITY/BASKET OF COMMODITIES], EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS [AND OTHER INFORMATION CONCERNING [THE COMMODITY/BASKET OF COMMODITIES]] (Commodity Securities only) [Need to include details of [the/each] commodity, where pricing information about [the/each] commodity is available, the relevant weighting of each commodity within a basket of commodities and where past and future performance and volatility of [the commodity/basket of commodities] can be obtained.] [Need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] 9. TERMS AND CONDITIONS OF THE OFFER (Public Offer Only) Offer Price: [Issue Price] [specify] 21

22 [Conditions to which the offer is subject:] [Not Applicable/give details] [Description of the application [Not Applicable/give details] process:] [Details of the minimum and/or maximum amount of application:] [Not Applicable/give details] [Description of possibility to reduce [Not Applicable/give details] subscriptions and manner for refunding excess amount paid by applicants]: [Details of the method and time limits for paying up and delivering the Securities:] [Manner in and date on which results of the offer are to be made public:] [Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:] [Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:] [Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:] [Amount of any expenses and taxes specifically charged to the subscriber or purchaser:] [Not Applicable/give details] [Not Applicable/give details] [Not Applicable/give details] [Not Applicable/give details] [Not Applicable/ give details] [Not Applicable/give details] 10. OPERATIONAL INFORMATION (i) (ii) (iii) ISIN Code: Common Code: Wertpapierkennummer (WKN) (German Security Code): [ ] [ ] [ ] (iv) (insert here any other relevant [ ] codes such as CUSIP and CNS codes)] 22