TAXATION UNITED STATES GENERAL The following is a general summary of certain United States federal income and estate tax consequences of the

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1 TAXATION UNITED STATES GENERAL The following is a general summary of certain United States federal income and estate tax consequences of the ownership, sale or other disposition of Notes by beneficial owners that are United States Aliens. This discussion is a summary for general information only and does not consider all aspects of U.S. federal income or estate taxation that may be relevant to the purchase, ownership and disposition of the Notes by a prospective investor in light of his or her personal circumstances. This discussion also does not address the U.S. federal income tax consequences either of ownership of Notes not held as capital assets within the meaning of Section 1221 of the Internal Revenue Code, or to investors subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, tax-exempt entities, banks, thrifts, insurance companies, persons that hold the Notes as part of a straddle, as a hedge against currency risk, or as a conversion transaction, former citizens or long-term residents of the United States, and persons that have a functional currency other than the U.S. dollar. In addition, the discussion is generally limited to the tax consequences to initial holders of Notes and neither considers holders of Notes that are partnerships or other entities treated as partnerships for United States tax purposes or holders of interests in pass-through entities that hold the Notes nor addresses the special rules that may apply if the holder receives principal in instalment payments or if a Note is called before the maturity date. Finally, it does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or except to a limited extent under United States Taxation, any possible applicability of U.S. federal gift or estate taxation. If a partnership or other entity treated as a partnership for United States tax purposes holds Notes, the tax consequences to a partner will generally depend upon the status of the partner and the activities of the partnership. A holder of the Notes that is a partnership, and partners in such a partnership, should consult their tax advisors about the United States federal income and estate tax consequences to them of the ownership and disposition of Notes. This summary is based upon the Internal Revenue Code, existing and proposed Treasury Regulations thereunder, and current administrative rulings and court decisions. All of the foregoing are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion. Persons considering the purchase of Notes should consult their own tax advisors concerning the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdiction to their particular situations. Additional U.S. federal income tax consequences applicable to particular Notes will be set forth in the applicable Pricing Supplement. Except for the section entitled Contingent Payment Debt Obligations, the discussion below assumes that the Notes will be treated as debt for U.S. federal income tax purposes. Holders should consult their own tax advisors with respect to whether any contingent payment obligations are debt. UNITED STATES TAXATION Under present United States federal income and estate tax law, and subject to the discussion below concerning information reporting and backup withholding: (a) payments of principal of and interest (including original issue discount) on a Note by NCA or NMAC or any of their respective paying agents to any beneficial owner of the Note that is a United States Alien will not be subject to United States withholding tax provided that in the case of interest or original issue discount on a Note other than a Note with a maturity of 183 days or less (a Short-Term Note ) (1) the beneficial owner does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of NCA or NMAC entitled to vote, (2) the beneficial owner is not (i) a controlled foreign corporation for United States federal income tax purposes that is related to NCA or NMAC through stock ownership, (ii) a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business, or (iii) a foreign tax-exempt organization or a foreign private foundation for United States federal income tax purposes, (3) such interest payments are not effectively connected with the conduct of a United States trade or business of the beneficial owner, and (4) such interest is not contingent on NCA s or NMAC s profits, revenues, changes in the value of its property and is not otherwise described under Section 871(h)(4) of the Internal Revenue Code ( Contingent Interest ); (b) a beneficial owner of a Note, Receipt or Coupon who is a United States Alien will not be subject to United States federal income tax on any gain realized on the sale, exchange or redemption of a Note, Receipt or Coupon unless (1) the gain is effectively connected with the conduct of a United States trade or business of the beneficial owner, or (2) such beneficial owner is an individual who is present in the United States for 183 days or more during the taxable year and either (i) such individual s tax home for United States federal income tax purposes is in the United States, or (ii) the gain is attributable to an office or other fixed place of business maintained in the United States by such individual; 103

2 (c) a Note, Receipt or Coupon beneficially owned by an individual who at the time of death is not a citizen or resident of the United States (as defined for United States federal estate tax purposes) will not be included in the decedent s gross estate for United States federal estate tax purposes as a result of such individual s death, unless (i) the individual held such Note, Receipt or Coupon in connection with a United States trade or business, or (ii) in the case of Note other than a Short-Term Note, (x) the individual actually or constructively owned 10% or more of the total voting power of all classes of stock of NCA or NMAC entitled to vote or (y) such Note, Receipt or Coupon provided for the payment of Contingent Interest. CONTINGENT PAYMENT DEBT OBLIGATIONS The U.S. Internal Revenue Service (the Service ) has stated that it is considering various issues relating to the treatment of United States Alien beneficial owners of contingent payment debt obligations, including the possibility of tax avoidance that may arise when a contingent payment debt instrument is structured with payments that approximate the yield on an equity security. Gain from the sales of certain contingent payment debt obligations is interest under United States Treasury Regulations, and if such interest is Contingent Interest, it could be subject to U.S. withholding tax. Certain instruments that provide for wholly or substantially contingent principal payments ( Contingent Principal Instruments ) may not constitute debt instruments under U.S. federal income tax principles. Whether an instrument is a debt instrument for U.S. tax purposes, however, is determined based on all of the facts and circumstances. No statutory, judicial, or administrative authority directly addresses the characterization of Contingent Principal Instruments. As a result, the U.S. federal income tax consequences of a Contingent Principal Instrument are not certain and no assurance can be given that the Service will agree with the treatment of these instruments adopted by NCA or NMAC or a holder. ACCORDINGLY, INVESTORS IN NOTES THAT PROVIDE FOR THE CONTINGENT REPAYMENT OF PRINCIPAL SHOULD CONSULT THEIR OWN TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF AN INVESTMENT IN SUCH NOTES, INCLUDING THE APPLICATION OF STATE, LOCAL, OR OTHER TAX LAWS AND THE POSSIBLE EFFECT OF CHANGES IN FEDERAL OR OTHER TAX LAWS. INFORMATION REPORTING AND BACKUP WITHHOLDING While certain payments to noncorporate persons of interest on and principal of obligations, and of the proceeds from the sale of obligations, are subject to information reporting and may be subject to a backup withholding tax (currently at a rate of 28%), payments of interest on and principal of a Note by NCA or NMAC or any of its paying agents, and payments of the proceeds of the sale of a Note made outside the United States to beneficial owners of Notes that are United States Aliens, will generally not be subject to information reporting or backup withholding, provided, however, that in the case of a Short-Term Note, such Short-Term Note has a face amount of principal amount of not less than $500,000. Information reporting and backup withholding may apply under certain circumstances, however, if a payment is collected outside the United States by a foreign office of a United States controlled person (as defined below) acting on behalf of the beneficial owner of a Note. Information reporting and backup withholding will also generally apply to payments that are collected, or that are proceeds of the sale of a Note effected, inside the United States, unless (i) the payor may reliably associate such payments with a certification by the beneficial owner under penalty of perjury that the beneficial owner is not a United States person or (ii) the beneficial owner otherwise establishes an exemption from either or both. Beneficial owners of Notes should consult their own advisors regarding the application of the United States information reporting and backup withholding requirements or rules to their particular situations. The foregoing discussion assumes that NCA, NMAC and each of the Dealers will comply with the requirements of the United States Treasury Regulation Section (c)(2)(i)(D) (the D Rules ) and relies, among other things, on representations by the Dealers that they have in effect procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling the Notes are aware that the Notes cannot be offered or sold during the restricted period to a person who is within the United States or who is a United States person, except as permitted by the D Rules. As used in this section, United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction, United States person means (i) any citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation for United States tax purposes created or organized in or under the laws of the United States or any political 104

3 subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, and (iv) a trust, if (a) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a United States person, restricted period has the meaning given such term in the regulations promulgated under Section 163(f) of the Internal Revenue Code, and United States controlled person means (i) a United States person, (ii) a controlled foreign corporation for United States tax purposes, (iii) a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons who in the aggregate hold more than 50% of the income or capital interest in the partnership, or if at any time during its tax year, such foreign partnership is engaged in a United States trade or business, or (iv) a foreign person 50% or more of whose gross income is from a United States trade or business. The foregoing discussion is based upon certain of the facts set forth in this Offering Memorandum and other documents related to the issuance of the Notes and upon compliance with the provisions thereof and the representations and agreements therein or provided in connection therewith. In addition, such discussion is based upon the Internal Revenue Code, Treasury regulations, rulings and decisions in effect as of the date of this Offering Memorandum, all of which are subject to change. Persons considering the purchase of Notes should consult their own tax advisors concerning the application of the laws of any state, local or foreign taxing jurisdictions to their particular situations. To the extent the United States federal income and estate tax consequences of holding Index Linked Notes, Dual Currency Notes, Notes that provide for Contingent Interest, or contingent payment debt instruments (including Contingent Principal Instruments) are different than as set forth above, those tax consequences will be described in the applicable Pricing Supplements. THE NETHERLANDS GENERAL The following summary describes the principal Netherlands tax consequences of the acquisition, holding, redemption and disposal of Notes, which term, for the purpose of this summary, includes, Receipts and Coupons. This summary does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant to a decision to acquire, to hold, and to dispose of the Notes. Each prospective Noteholder should consult a professional adviser with respect to the tax consequences of an investment in the Notes. The discussion of certain Netherlands taxes set forth below is included for general information purposes only. This summary is based on the Netherlands tax legislation, published case law, treaties, rules, regulations and similar documentation, in force as of the date of this Offering Memorandum without prejudice to any amendments introduced at a later date and implemented with retroactive effect. This summary does not address the Netherlands tax consequences of a Noteholder who holds a substantial interest (aanmerkelijk belang) in NIF(NL), within the meaning of Section 4.3 of the Income Tax Act Generally speaking, a Noteholder holds a substantial interest in NIF(NL), if such Noteholder, alone or together with his or her partner (statutory defined term) or certain other related persons, directly or indirectly, holds (i) an interest of 5 percent or more of the total issued capital of NIF(NL) or of 5 percent or more of the issued capital of a certain class of shares of NIF(NL), (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profit sharing rights in NIF(NL). WITHHOLDING TAX No Netherlands withholding tax is due upon payments on the Notes provided where NIF(NL) is the Issuer, that the Notes do not in fact have the function of equity of NIF(NL) within the meaning of article 10(1)(d) of the Corporate Income Tax Act CORPORATE INCOME TAX AND INDIVIDUAL INCOME TAX Residents of the Netherlands If the Noteholder is subject to Netherlands corporate income tax and the Notes are attributable to its (deemed) business assets, income derived from the Notes and gains realised upon the redemption and disposal of the Notes are generally taxable in the Netherlands. 105

4 If the Noteholder is an individual, resident or deemed to be resident of the Netherlands for Netherlands tax purposes (including the individual Noteholder who has opted to be taxed as a resident of the Netherlands), the income derived from the Notes and the gains realised upon the redemption and disposal of the Notes are taxable at the progressive rates of the Income Tax Act 2001, if: (i) the Noteholder has an enterprise or an interest in an enterprise, to which enterprise the Notes are attributable; or (ii) such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden) within the meaning of Section 3.4 of the Income Tax Act 2001, which include activities with respect to the Notes that exceed regular, active portfolio management (normaal, actief vermogensbeheer). If neither condition (i) (above) nor condition (ii) above applies to the individual Noteholder, the actual income derived from the Notes and the actual gains realised with respect to the Notes will not be taxable. Instead, such Noteholder will be taxed at a flat rate of 30% on deemed income from savings and investments (sparen en beleggen) within the meaning of Section 5.1 of the Income Tax Act This deemed income amounts to 4% of the average of the individual's yield basis (rendementsgrondslag) within the meaning of article 5.3 of the Income Tax Act 2001 at the beginning of the calendar year and the individual s yield basis at the end of the calendar year, insofar the average exceeds a certain threshold. The fair market value of the Notes will be included in the individual s yield basis. Non-residents of the Netherlands A Noteholder that is not a resident nor deemed to be a resident of the Netherlands for Netherlands tax purposes (nor, if he or she is an individual, has opted to be taxed as a resident of the Netherlands) is not taxable in respect of income derived from the Notes and gains realised upon the redemption and disposal of the Notes, unless: (i) the Noteholder has an enterprise or an interest in an enterprise, that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which enterprise the Notes are attributable; or (ii) the Noteholder is entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands, other than by way of securities or through an employment contract, and to which enterprise the Notes are attributable; or (iii) the Noteholder is an individual and such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden) in the Netherlands within the meaning of Section 3.4 of the Income Tax Act 2001, which include activities in the Netherlands with respect to the Notes that exceed regular, active portfolio management (normaal, actief vermogensbeheer). GIFT AND INHERITANCE TAX Residents of the Netherlands Generally, gift and inheritance taxes will be due in the Netherlands in respect of the acquisition of the Notes by way of a gift by, or on the death of, a Noteholder who is a resident or deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax at the time of the gift or his or her death. An individual of the Netherlands nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax, if he or she has been resident in the Netherlands during the ten years preceding the gift or his or her death. An individual of any other nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax only if he or she has been residing in the Netherlands at any time during the twelve months preceding the time of the gift. 106

5 Non-residents of the Netherlands No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of the Notes by way of gift by, or as a result of the death of, a Noteholder who is neither a resident nor deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax, unless: (i) such Noteholder at the time of the gift has or at the time of his of her death had an enterprise or in interest in an enterprise that is or was, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands and to which Netherlands enterprise or part thereof, as the case may be, the Notes are or were attributable; or (ii) the Notes are or were attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor is or the deceased was entitled to a share in the profits of that enterprise, at the time of the gift or at the time of his or her death, other than by way of securities or through an employment contract; or (iii) in the case of a gift of the Notes by an individual who at the date of the gift was neither a resident nor deemed to be a resident of the Netherlands, such individual dies within 180 days after the date of the gift, while at the time of his or her death, being a resident or deemed to be a resident of the Netherlands. Treaties Treaties may limit the Dutch sovereignty to levy gift and inheritance tax. OTHER TAXES AND DUTIES No VAT, Netherlands capital duty, registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will be due in the Netherlands by a Noteholder in respect of or in connection with the subscription, issue, placement, allotment or delivery of the Notes. JAPAN Interest payments on the Notes issued by NFS to a resident of Japan or a Japanese corporation (except for a designated financial institution which has complied with the requirements under the Special Taxation Measures Law of Japan (Law No. 26 of 1957) (as amended) (the Special Taxation Measures Law ) will be subject to Japanese income tax in the amount specified in sub-paragraph (a) and (b) below, as applicable: (a) if interest is paid to a resident of Japan or to a Japanese corporation (except as provided in sub-paragraph (b) below), the amount equal to such interest; or (b) if interest is paid to a public corporation, a financial institution or a securities company (which has complied with the Japanese tax exemption requirements) through a payment handling agent in Japan as provided in Article 3-3, paragraph 6 of the Special Taxation Measures Law, the amount of such interest minus the amount provided in the cabinet order relating to said paragraph 6. Payment of interest on the Notes issued by NFS outside Japan by NFS or any Paying Agent to a beneficial owner that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes (a non-resident holder ) will not be subject to Japanese withholding tax, provided that the beneficial owner has no permanent establishment in Japan and complies with procedures for establishing its status as a non-resident holder in accordance with the requirements of Japanese law. The exemption applies by its terms to interest with respect to the Notes issued by NFS on or before 31st March, If the exemption is not extended by future legislation, or if a similar exemption is not available after 31st March, 2004, interest with respect to the Notes issued by NFS after that date would be subject to Japanese withholding tax. In that event, non-resident holders generally would be entitled to receive additional amounts as described under the provisions applicable to NFS under Condition 7, and NFS would be entitled to redeem the Notes issued by NFS as described under under Condition 5(b) Redemption for tax reasons. Under the current Japanese tax law, any excess amount of the redemption price over the issue price of any Notes having zero coupons will be subject to Japanese income tax at the rate of 18 per cent. and such amount in addition to the issue price shall be required to be paid by purchasers of the Notes. If the recipient of such excess amount is an individual resident or a corporation of a country with which Japan has an income tax treaty, the Japanese withholding tax rate may be modified by any applicable provision of such income tax treaty. 107

6 Under current Japanese practice, NFS and the Paying Agents may determine their withholding obligations in respect of Notes issued by NFS held through a qualified clearing organisation in reliance on certifications received from such an organisation, and need not obtain certifications directly from the ultimate beneficial owners of such Notes. As part of the procedures under which such certifications are given, a beneficial owner may be required to establish that it is a non-resident holder to the person or entity through which it holds the Notes issued by NFS. A non-resident holder that holds Notes issued by NFS otherwise than through a qualified clearing organisation may be required to deliver a duly completed claim for exemption from Japanese withholding tax, and to provide documentation concerning its identity and residence, to the relevant Paying Agent in order to receive interest from Paying Agent free of Japanese withholding tax. NFS and the relevant Paying Agent may adopt modified or supplemental certification procedures to the extent necessary to comply with changes in, or as otherwise permitted under, Japanese law or administrative practice. Gains derived from the sale outside Japan of Notes by a non-resident of Japan or a non-japanese corporation are in general not subject to Japanese income or corporation taxes. Gains derived from the sale in Japan of the Notes by a non-resident of Japan or a non-japanese corporation not having a permanent establishment in Japan are in general not subject to Japanese income or corporation taxes. Japanese inheritance and gift taxes at progressive rates may be payable by an individual, wherever resident, who has acquired Notes as legatee, heir or donee. No stamp, issue, registration or similar taxes or duties will, under present Japanese law, be payable by Noteholders in connection with the issue of the Notes. The discussion set forth above is included for general information only and may not be applicable depending upon a holder s particular situation. Holders are urged to consult their own tax advisors with respect to the particular consequences to them of holding and disposing of notes or coupons in light of their own particular foreign and other tax laws and possible effects of changes in Japanese Tax Laws. EU SAVINGS DIRECTIVE On 3rd June, 2003, the European Council of Economics & Finance Ministers adopted a Directive on the taxation of savings income under which Member States will be required, from a date not earlier than 1st January, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). 108

7 SUBSCRIPTION AND SALE The amended and restated dealer agreement dated 10th December, 2003 (as further amended, supplemented and restated from time to time, the Dealer Agreement ) provides for Notes to be issued on a continuous basis to one or more of the Dealers although the Issuers have no obligation to issue any Notes and no Dealer has any obligation to subscribe for Notes. The price or prices at which a given Series will be issued will be agreed at the time between the relevant Issuer and the relevant Dealer. Notes of the same Series may be subscribed at different times and at different prices. Notes may be resold at prices to be agreed with the relevant Dealer. There can be no assurance that the Notes will be resold or that there will be a secondary market for them. In the Dealer Agreement, the Issuers have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme. The Issuers have also agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of Notes. The obligations of the Dealers under the Dealer Agreement will be subject to certain conditions set out in that Agreement. (a) United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold to a person who is within the United States or its possessions or to a United States person or delivered in definitive form within the United States or its possessions or to a United States person, except in certain transactions permitted by the D Rules. Terms used in this paragraph have the meanings given to them by the Internal Revenue Code and the Treasury Regulations thereunder. In connection with any Notes which are offered or sold outside the United States in reliance on an exemption from the registration requirements of the Securities Act provided under Regulation S, each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) that it will not offer, sell or deliver such Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, as determined by the relevant Dealer or, in the case of any issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed (and each further Dealer appointed under the Programme will be required to agree) that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In addition, until 40 days after the completion of the distribution of any Series of Notes, an offer or sale of such Notes within the United States by any Dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Each issue of Index Linked Notes and/or Dual Currency Notes may be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term of the issue and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement. (b) United Kingdom Each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) that: (i) in relation to Notes which have a maturity of one year or more, it has not offered or sold and, prior to the expiry of the period of six months from the issue date of such Notes, will not offer or sell any such Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not 109

8 result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) (iii) (iv) in relation to any Notes having a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. (c) The Netherlands (i) Notes issued by NIF (NL) Each Dealer has represented and agreed that, in respect of all Notes except those having a denomination of at least 50,000 or the equivalent thereof in other currencies, it has not, directly or indirectly, offered, sold, transferred or delivered and it will not, directly or indirectly, offer, sell, transfer or deliver any Notes (including rights representing an interest in a global Note) anywhere in the world to the account of any person or entity other than to persons or entities who trade or invest in securities in the conduct of a profession or business within the meaning of the Securities Transactions Supervision Act (Wet toezicht effectenverkeer 1995 STSA ) and its implementing regulations (which includes banks, brokers, pension funds, insurance companies, securities firms, investment institutions, other institutional investors, and other parties including, inter alia, treasuries and finance companies of large enterprises which trade or invest in securities), unless (a) another exemption as provided for in the STSA or any of its implementing regulations applies and the requirements applicable to such exemption are complied with, or (b) the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) has upon request granted an individual dispensation and the requirements applicable to such exemption are complied with, or (c) the prohibition of section 3 sub-section 1 of the STSA does not apply. (ii) Notes issued by NCA, NFS or NMAC with a denomination of less than 50,000 (or its equivalent in any other currency), may not be offered or sold, directly or indirectly, in The Netherlands, whether as part of their initial distribution or at any time thereafter, provided that if any such Notes are issued:- (a) (b) (c) at a discount, they may only be referred in The Netherlands if their issue price is no less than 50,000 (or equivalent); and on a partly-paid basis, they may only be offered in The Netherlands if paid up at least to an amount of 50,000 (or equivalent); and with a denomination of precisely 50,000 (or equivalent), they may only be offered in The Netherlands on a fully-paid basis and at par or at a premium. (iii) Zero Coupon Notes in definitive form issued by NIF(NL), NCA, NFS or NMAC may only be transferred or accepted, directly or indirectly, within, from or into The Netherlands through the mediation of either the relevant Issuer or a Member of Euronext Amsterdam N.V., in accordance with the Dutch Savings Certificates Act (Wet inzake Spaarbewijzen) of 21st May, 1985 (as amended). No such mediation is required in respect of: (a) the transfer and acceptance of rights representing an interest in a Zero Coupon Note in global form; (b) a transfer and acceptance of Zero Coupon Notes in definitive form between individuals not acting in the course of a business or profession, or (c) the initial issue of such Notes to the first holders thereof or (d) the transfer and acceptance of such Notes within, from or into The Netherlands if all Zero Coupon Notes (whether in 110

9 definitive form or as rights representing an interest in a Zero Coupon Note in global form) of any particular series are issued outside The Netherlands and are not distributed within The Netherlands in the course of initial distribution or immediately thereafter. In the event that the Savings Certificates Act applies, certain identification requirements in relation to the issue and transfer of and payments on Zero Coupon Notes have to be complied with and, in addition thereto, if such Zero Coupon Notes in definitive form do not qualify as commercial paper traded between professional borrowers and lenders within the meaning of the agreement of 2nd February, 1987 attached to the Royal Decree of 11th March 1987 (Staatscourant 129) (as amended), each transfer and acceptance should be recorded in a transaction note, including the name and address of each part to the transaction and the details and serial numbers of such Notes. For the avoidance of doubt, Zero Coupon Notes issued by NIF(NL) are also subject to the restrictions set out in paragraph (i) above and Zero Coupon Notes issued by NCA, NFS or NMAC are also subject to the restrictions set out in paragraph (ii) above. For the purposes of the preceding paragraph Zero Coupon Notes are Notes that are in bearer form and that constitute a claim for a fixed sum against the relevant Issuer and on which interest does not become due during their term to maturity or on which no interest is due whatsoever. (d) Japan (i) Notes issued by NCA, NIF(NL) and NMAC The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948) (as amended) (the Securities and Exchange Law ). Each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws and regulations of Japan. (ii) Notes issued by NFS The Notes issued by NFS have not been and will not be registered under the Securities and Exchange Law and are subject to the Special Taxation Measures Law of Japan (Law No. 26 of 1957) (as amended) (the Special Taxation Measures Law ). Each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell Notes issued by NFS in Japan or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organised under the laws of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until 40 days after the closing date, directly or indirectly, offer or sell the Notes issued by NFS to any person other than a Gross Recipient. A Gross Recipient for this purpose is (i) a beneficial owner that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes, (ii) a Japanese financial institution, designated in Article 3-2, paragraph (19) of the Cabinet Order relating to the Special Taxation Measures Law (Cabinet Order No. 43 of 1957) (as amended) (the Cabinet Order ) that will hold the Notes issued by NFS for its own proprietary account or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the Notes issued by NFS will be made through a payment handling agent in Japan as defined in Article 2-2, paragraph (2) of the Cabinet Order. (e) Germany Each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) that Notes have not been and will not be offered, sold or publicly promoted or advertised in the Federal Republic of Germany other than in compliance with the German Securities Selling Prospectus Act (Wertpapierverkaufsprospektgesetz) of 13th December, 1990, as amended, or any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of securities. 111

10 (f) General Each Dealer has represented and agreed (and each further Dealer appointed under the Programme will be required to represent and agree) to comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers the Notes or possesses or distributes this Offering Memorandum and 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 none of the Issuers nor any other Dealer shall have responsibility therefor. None of the Issuers nor any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. The above selling restrictions may be modified by the agreement of the Issuers and the Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Pricing Supplement issued in respect of the issue of any Notes to which it relates or in a supplement to this Offering Memorandum. With regard to each Tranche, there may exist other additional restrictions as the relevant Issuer and the relevant Dealer shall agree as a term of issuance and purchase as indicated in the applicable Pricing Supplement. 112

11 GENERAL INFORMATION 1. (a) The establishment and update of the Programme and the issue of Notes by NCA was authorised by resolutions of the Board of Directors of NCA passed on 20th November, The entry into the NCA Keepwell Agreement was authorised by a resolution of the Board of Directors of NCA passed on 1st June, (b) (c) (d) The entry into the Programme and the issue of Notes by NFS was authorised by resolutions of the Board of Directors of NFS passed on 20th October, 2003 and 26th November, The entry into the NFS Keepwell Agreement was authorised by a resolution of the Board of Directors of NFS passed on 24th June, NIF(NL) has obtained all necessary consents, approvals and authorisations in The Netherlands in connection with the issue and performance of its obligations under the Notes and the Deed of Covenant. The establishment of the Programme and the issue of Notes by NIF(NL) was authorised by a resolution of the Board of Managing Directors of NIF(NL) passed on 28th September, 1998 and the update of the Programme was authorised by a resolution of the Board of Managing Directors of NIF(NL) passed on 1st December, The entry into of the NIF(NL) Keepwell Agreement was authorised by a resolution of the Board of Managing Directors of NIF(NL) passed on 20th January, The entry into the Programme and the issue of Notes by NMACwas authorised by a resolution of the Board of Directors of NMACpassed on 20th November, The entry into the NMAC Keepwell Agreement was authorised by a resolution of the Board of Directors of NMACpassed on 20th November, Application has been made to list Notes issued under the Programme on the Luxembourg Stock Exchange. A legal notice relating to the Programme and copies of the constitutional documents of each Issuer are being lodged with the trade and companies register in Luxembourg ( registre de commerce et des sociétés Luxembourg ) where such documents may be examined and copies obtained. The Luxembourg Stock Exchange has allocated to the Programme the number for listing purposes. 3. So long as Notes are capable of being issued under the Programme, copies of the following documents will, when published, be available for inspection during usual business hours on any weekday (Saturdays and public holidays excepted) at (and, in the case of the items referred to in (vi), (viii), (ix) and (x), obtainable free of charge from) the registered office of each Issuer and the office of the Paying Agent in Luxembourg: (i) (ii) (iii) (iv) (v) (vi) (vii) the Agency Agreement; the Dealer Agreement; the Keepwell Agreement between each Issuer and the Parent; the Deed of Covenant; the constitutional documents of such Issuer and the Parent; a copy of this Offering Memorandum and any supplement or further Offering Memorandum to this Offering Memorandum; in the case of each issue of listed Notes subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document); (viii) each Pricing Supplement (save that a Pricing Supplement relating to any unlisted Note will only be available for inspection by the holder of such Note and such holder must produce satisfactory evidence as to ownership) and any other document incorporated by reference in this Offering Memorandum; (ix) the financial statements of such Issuer in respect of the financial years ended 31st March, 2001, 2002 and 2003 (where the Issuer is NCA or NMAC), in respect of the financial years ended 31st March, 2002 and 2003 (where the Issuer is NFS) or in respect of the financial years ended 31st December, 2000, 2001 and 2002 (where the Issuer is NIF(NL)), as the case may be and the latest available audited financial statements in English and unaudited interim financial statements in English (if any) of such Issuer; and 113

12 (xi) the financial statements of the Parent in respect of the financial years ended 31st March, 2001, 2002 and 2003 and the latest available audited consolidated financial statements and unaudited interim financial statements (if any) of the Parent. 4. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and ISIN for each Tranche of bearer notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Pricing Supplement. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Pricing Supplement. 5. There are no pending actions, suits or proceedings against or affecting any Issuer, the Parent or any of their respective properties, which, if determined adversely to an Issuer or the Parent, as the case may be, would individually or in the aggregate materially and adversely affect the ability of such Issuer to perform its obligations under any Notes, or of the Parent to perform its obligations under any of the Keepwell Agreements, or which otherwise are or might be material in the context of the issue of Notes and, to the best of the knowledge of each Issuer and the Parent, no such actions, suits or proceedings are threatened or contemplated. 6. Each Issuer has warranted to each of the Dealers that, at each date of issue of Notes, there will have been no adverse change in the financial condition or operations of such Issuer, the Parent or the Nissan Group taken as a whole, which might reasonably be expected adversely to affect the decision of a person considering whether to provide finance to such Issuer in reliance on the existence of the relevant Keepwell Agreement since the date of this Offering Memorandum (or the balance sheet date of the latest report of the relevant Issuer or accounts of the Parent, as appropriate, deemed to be incorporated by reference in this Offering Memorandum) unless otherwise disclosed in this Offering Memorandum as supplemented from time to time. 7. The Parent publishes unaudited interim financial statements semi-annually. None of NCA, NFS, NIF(NL) or NMACpublish any interim financial statements in English. NCA and NIF(NL) each publishes annual audited unconsolidated financial statements and NFS and NMACeach publishes annual audited consolidated financial statements in English. 8. Shin Nihon & Co., independent certified public accountants, of Hibiya Kokusai Building, 2-3 Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo , have audited the Parent s accounts, without qualification, in accordance with generally accepted accounting standards in Japan for each of the financial years ended 31st March, 2001, 2002 and 2003 respectively. Deloitte & Touche LLP, independent auditors, of Two World Financial Center, New York, NY and of 350 South Grand Avenue, Los Angeles, CA , have audited NCA s financial statements for the fiscal years ended 31st March, 2001, 2002 and 2003, respectively, prepared in accordance with accounting principles generally accepted in the United States of America and have rendered unqualified reports thereon. Shin Nihon & Co., independent certified public accountants, of Hibya Kokusai Building, 2-3 Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo , have audited NFS accounts, without qualification, in accordance with generally accepted accounting standards in Japan for each of the financial years ended 31st March, 2002 and 2003, respectively. Deloitte & Touche, independent auditors, of Orlyplein 50, 1043 DP Amsterdam, P.O. Box 58110, 1040 HC Amsterdam, have audited NIF(NL) s accounts, without qualification, in accordance with generally accepted accounting standards in The Netherlands for each of the financial years ended 31st December, 2000, 2001 and 2002 respectively. Deloitte & Touche LLP, independent auditors, of 350 South Grand Avenue, Los Angeles, CA , have audited NMAC s financial statements for the fiscal years ended 31st March, 2001, 2002 and 2003, respectively, prepared in accordance with accounting principles generally accepted in the United States of America and have rendered unqualified reports thereon. 114