FINAL TERMS. ARQ P Notes B.V. Issue of 513,699 Equity Participation Warrants Linked to Saudi Telecom Co. under the

Transcription

1 Final Terms Series EXECUTION VERSION FINAL TERMS Final Terms dated 28 February 2018 ARQ P Notes B.V. Issue of 513,699 Equity Participation Warrants Linked to Saudi Telecom Co under the USD 10,000,000,000 Equity Participation Notes and Warrants Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 26 January 2018 constitutes a base prospectus for the purposes of the Prospectus Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Warrants and must be read in conjunction with such Base Prospectus. Prospective investors should note that investing in the Warrants entails certain risks including (without limitation) the risk that the Issue Price may be greater than the market value of the Warrants and the risk that the Calculation Agent may exercise its discretion in such a way as to affect amounts due and payable under the Warrants and/or their Maturity Date. For a more detailed description of certain of the risks involved, see "Risk Factors" on pages 17 to 34 of the Base Prospectus. Full information on the Issuer and the offer of the Warrants described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and during normal business hours at Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, The Netherlands and copies may be obtained from Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, The Netherlands. PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Warrants are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Warrants has led to the conclusion that: (i) the target market for the Warrants is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Warrants to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Warrants (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Warrants (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. 1. Issuer: ARQ P Notes B.V. 2. (i) Series Number of Warrants: v

2 (ii) Tranche Number: 1 3. Specified Currency or Currencies: USD 4. Aggregate Number of Warrants in the: (i) Series: 513,699 (ii) Tranche: 513, Issue Price: USD per Warrant 6. Issue Date: 28 February Trade Date: 28 February Expiry Date: 28 February 2022 (the "Scheduled Maturity Date") PROVISIONS RELATING TO SHARES 9. Reference Issuer: Saudi Telecom Co 10. Local Broker(s): AlJazira Capital (i) Website: (ii) Jurisdiction of incorporation: The Kingdom of Saudi Arabia 11. Reference Jurisdiction: The Kingdom of Saudi Arabia 12. Share: The common shares of the Reference Issuer Bloomberg Code: STC AB Equity ISIN: SA Number of Shares per Warrant 1 Share per Warrant 14. Exchange(s): Saudi Stock Exchange (Tadawul) 15. Website(s) of the Exchange(s): Related Exchange: Not Applicable 17. Distributions Distribution Payment Amount: Applicable 18. Exercise Rights: American Style Warrants 19. Exercise Period: Each Business Day from and including Issue Date to and including 15 Business Days prior to the Maturity Date 20. Warrantholders' Election of Physical Settlement Applicable. Warrantholders shall be entitled to make an election in accordance with Condition Cut-Off Date As per the Conditions 22. Final Redemption v

3 (a) Final Fixing Date: 1 Riyadh Business Day prior to the Maturity Date (b) Final Reference Price: Execution Price (c) Sale Period: Final Fixing Date only 23. Physical Settlement 1 Share per Warrant Entitlement 24. Adjustment and Disruption Events (a) Jurisdictional Event: Applicable (b) Additional Disruption Events: The following Additional Disruption Events apply to the Warrants: Change of Law Increased Cost of Hedging Insolvency Filing GENERAL PROVISIONS APPLICABLE TO THE WARRANTS 25. Form of Warrants: Bearer Warrants Temporary Global Warrant exchangeable for a Permanent Global Warrant which is exchangeable for Definitive Warrants only upon an Exchange Event. 26. Exchange Date for exchange of Temporary Global Warrant: 27. Local Broker Structure or Intermediary SPV Structure applicable: 28. Additional Financial Centre(s): Not earlier than 40 days after the Issue Date Local Broker Structure Riyadh RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms v

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5 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Listing and Admission to trading: Application has been made by the Issuer (or on its behalf) for the Warrants to be admitted to listing on the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date. There can be no assurance that any such application will be successful or that any such listing will be granted or maintained. 2. RATINGS Ratings: Not Applicable. The Warrants to be issued have not been rated. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Warrants has an interest material to the offer. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES* (i) Estimated net proceeds: USD 10,000,000 (ii) Estimated total expenses: EUR 1, PERFORMANCE OF THE SHARES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE SHARES The Issuer does not intend to provide post-issuance information. The Reference Issuer is Saudi Telecom Co. Further information on the Reference Issuer can be found on the Reference Issuer's website at The Shares to which the Warrants relate are the common shares of the Reference Issuer, listed on the Saudi Stock Exchange (Tadawul), Bloomberg Code: STC AB Equity, ISIN: SA Information on the Shares, including information on their volatility and past and further performance, can be found on the website of the Saudi Stock Exchange (Tadawul) at under symbol OPERATIONAL INFORMATION (i) ISIN Code: NL (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable (iv) Delivery: Delivery free of payment to be delivered to Clearstream account number (v) Names and addresses of initial Paying Agent: v

6 (v) Names and addresses of initial Paying Agents and Calculation Agent: Paying Agent: The Bank of New York Mellon, London Branch One Canada Square, London E14 5AL, United Kingdom Calculation Agent: Arqaam Capital Limited (DIFC) Level 27, Index Tower, Dubai International Financial Centre, PO Box , Dubai, United Arab Emirates (vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable 7. DISTRIBUTION (i) Name and address of relevant Dealer(s): Arqaam Capital Limited (DIFC) Level 27, Index Tower, Dubai International Financial Centre, PO Box , Dubai, United Arab Emirates (ii) US Selling Restrictions: The Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or under any state securities laws. Regulation S: The Warrants may not be offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person (as defined below). Furthermore, trading in the Warrants has not been approved by the United States Commodity Futures Trading Commission ("CFTC") under the United States Commodity Exchange Act, as amended ("CEA") and no U.S. Person may at any time trade or maintain a position in the Warrants. As used herein, "U.S. Person" means (i) an individual who is a citizen or resident of the United States; (ii) a corporation, partnership or other entity organised in or under the laws of the United States or any political subdivision thereof or which has its principal place of business in the United States; (iii) any estate or trust which is subject to United States federal income taxation regardless of the source of its income; (iv) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and if one or more United States trustees have the authority to control all substantial decisions of the trust; (v) a pension plan for the employees, officers or principals of a corporation, partnership or other entity described in (ii) above; (vi) any entity organised principally for passive investment, 10 per cent. or more of the beneficial interests in which are held by persons described in (i) to (v) above if such entity was formed principally for the purpose of investment by v

7 (iii) Authorised Offeror(s) other than the Dealer(s): such persons in a commodity pool the operator of which is exempt from certain requirements of Part 4 of the CFTC's regulations by virtue of its participants being non U.S. Persons; or (vii) any other "U.S. Person" as such term may be defined in Rule 902 (k) of Regulation S under the Securities Act or in regulations adopted under the CEA. TEFRA D Not Applicable (iv) Offer Period: Not Applicable (v) Public Offer Jurisdiction(s): Not Applicable 8. TERMS AND CONDITIONS OF THE OFFER (for public offers only) Applicable/Not Applicable: Not Applicable v

8 Final Terms Series EXECUTION VERSION SUMMARY OF THE PROGRAMME Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "Not Applicable". Section A Introduction and warnings A.1 Introduction and warnings: This summary must be read as an introduction to the prospectus and any decision to invest in the Securities should be based on a consideration of the prospectus as a whole by the investor, including any information incorporated by reference and read together with the relevant final terms. Where a claim relating to the information contained in the prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member States, be required to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such Securities. A.2 Consent by the Issuer to the use of the prospectus in subsequent resale or final placement of the Securities by financial intermediaries, indication of offer period and conditions to consent for subsequent resale or final placement and warning: The Issuer may or may not provide its consent to the use of the prospectus in connection with public offers of the Securities. If provided, such consent may be subject to conditions which are relevant for the use of the prospectus. Not Applicable. The Issuer does not consent to the use of the prospectus in connection with a public offer of the Securities. Section B Issuer B.1 Legal and commercial name of the issuer: The legal name of the issuer is ARQ P Notes B.V. (the "Issuer") v

9 Section B Issuer B.2 Domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation: B.4b Known trends affecting the Issuer and the industries in which it operates: B.5 The group and the Issuer's position within the group: B.9 Profit forecast or estimate: B.10 Nature of any qualifications in the audit reports on the historical financial information: B.12 Selected key financial information, no material adverse change and no significant change statement: The Issuer is a private company with limited liability incorporated under the laws of the Netherlands with registered number Its seat (statutaire zetel) is in Amsterdam, The Netherlands. The Issuer operates under Dutch law, provided that it may enter into contracts which are governed by the laws of another jurisdiction than the Netherlands. Not Applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for the current financial year. The sole shareholder of the Issuer is Stichting ARQ P Notes (the "Foundation"), a foundation established under the laws of The Netherlands. Not Applicable. There are no profit forecasts or estimates made in the Base Prospectus. Not Applicable. There are no qualifications in the audit reports on the audited financial statements of the Issuer in respect of the last two financial years ending 31 December 2015 and 31 December The selected key financial information regarding the Issuer set out below has been extracted without material adjustment from the audited financial statements of the Issuer for the years ended 31 December 2015 and 31 December 2016, and the unaudited semiannual financial statements of the Issuer for the periods ending 30 June 2016 and 30 June Unaudited Semi- Annual Financial Statements Period Ending Audited Financial Statements Year Ending Balance Sheet (in USD) 30 June December December 2015 Total assets... 15,282,540 13,756,998 15,050,853 Shareholder's equity and liabilities... 15,282,540 13,756,998 15,050,853 Unaudited Semi-Annual Financial Statements Period Ending Audited Financial Statements Year Ending Statement of income and expenses (in USD) 30 June June December December 2015 Financial income and expenses... 88,781 21,656 69, ,070

10 Operational income expenses Section B Issuer and - Net operating result... (79,254) (13,070) (52,487) (443,459) - Result after taxation... 7,622 6,869 13,737 14,089 There has been no material adverse change in the prospects of the Issuer since 31 December There has been no significant change in the financial or trading position of the Issuer since 30 June B.13 Recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency: B.14 Dependence upon other entities within the group: B.15 The issuer's principal activities: B.16 Controlling persons: Not Applicable. There have not been any recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency. See Element B.5 above. The Issuer is not dependent upon other entities within the group. The Issuer's principal activities are the issuance of financial instruments and the hedging of obligations arising pursuant to such issuances. The Issuer is owned directly by the Foundation, its sole shareholder.

11 Section C Securities C.1 Description of type and class of securities: Issuance in series: The Securities will be issued in series which may comprise one or more tranches issued on different issue dates. The Securities of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective tranches. The Securities being issued are Series , Tranche 1 Warrants linked to the common shares of Saudi Telecom Co. The number of Warrants being issued is 513,699. Form of Warrants: The Securities will be issued: Bearer Warrants in global form: in bearer form, initially as temporary global Warrants exchangeable for permanent global Warrants or definitive Warrants in limited circumstances. Bearer Warrants will be issued in global form and deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Security Identification Number: The Securities have been accepted for clearance through Euroclear and will be allocated the following Security Identification Number: ISIN Code: NL Common Code: C.2 Currency of the securities issue: Subject to compliance with all applicable laws and regulations, the Securities may be issued in any currency. The settlement currency of the Securities is US dollars (the "Specified Currency"). C.5 Description of any restrictions on the free transferability of the securities: Subject to restrictions on the offer and sale of the Securities in any relevant jurisdiction, the Securities will be freely transferable. The Securities are freely transferable. However, there are restrictions on the offer and sale of the Securities and the Issuer and Arqaam Capital Limited (the "Dealer") has agreed restrictions on the offer, sale and delivery of the Securities and on distribution of offering materials in Bahrain, Belgium, the Cayman Islands, the Dubai International Financial Centre, the European Economic Area, France, Germany, Ireland, Kuwait, Luxembourg, the Netherlands, Oman, Qatar, Saudi Arabia, Switzerland, the United Arab Emirates (excluding the Dubai International Financial Centre), the United Kingdom and the United States of America. In addition, holders of the Securities will be deemed by their purchase of the Securities to have given certain representations, undertakings, acknowledgements and agreements. C.8 The rights attaching to the securities, including ranking and limitations to Status of the Securities: The Securities are secured, unsubordinated, limited recourse obligations of the Issuer.

12 Section C Securities those rights: Security and priority: The Local Broker Structure applies and accordingly the Securities are secured separately from the Securities of other Series and the Securities have the benefit of a supplemental trust deed. The "Priority Secured Creditor" identified in the Final Terms shall be entitled to the proceeds of enforcement of the security ahead of other holders of such Series of Securities. Otherwise, the holders of the Securities rank pari passu and without preference among themselves. The Issuer shall enter into total return swap(s) ("TRSs") with one or more third parties in order to realise the value of underlying Shares relating to each Series of Securities. The Issuer has granted security over such TRS(s) to the Trustee for the benefit of holders of such Series of Securities. The benefit of the security shall not be available for holders of any other Series of Securities. No interest: The Securities do not bear interest (whether fixed, floating or otherwise). Distribution Payment Amount: "Distribution Payment Amount" has been specified as applicable in the relevant Final Terms and accordingly Securityholders shall be entitled to be paid amounts equal to the amounts of dividends received on underlying Shares, less any costs to the Issuer. Final Cash Settlement Amount: The Securities are Warrants and if exercised on their Expiry Date, an investor in the securities shall be entitled to either a cash settlement amount or, if the holder of such Securities meets certain prerequisites and properly elects for physical settlement and physical settlement is permissible as a matter of law in the jurisdiction of the issuer of the underlying shares, for physical delivery of underlying Shares on payment of the Issuer's physical delivery expenses. Early Cash Settlement Amount: If such Securities are redeemed early, a holder of the Securities shall be entitled to either an early cash settlement amount or, if the holder of such Securities has exercised the Warrants early, meets certain prerequisites and properly elects for physical settlement and physical settlement is permissible as a matter of law in the jurisdiction of the issuer of the underlying shares, for physical delivery of underlying Shares on payment of the Issuer's physical delivery expenses. Early redemption or cancellation: The Securities may be redeemed or cancelled early (as applicable): (i) at the option of the Securityholder; (ii) if the Calculation Agent determines the Issuer or the Issuer's counterparty under the TRS would have to pay increased tax in connection with the Securities or otherwise incur materially increased costs in connection with the Securities; (iii) if the Calculation Agent determines in good faith that as a result of change in law or similar circumstance or event it has become unlawful for the Issuer to perform its obligations in respect of the Securities or the security or its hedging obligations in respect of

13 Section C Securities the Securities; or (iv) in the determination of the Calculation Agent if certain insolvency, merger, delisting, nationalisation or other events apply to the issuer of Shares to which the Securities relate or in the determination of the Calculation Agent a condition arises which has the effect of prohibiting or restricting the ability of the Issuer to hedge its position under the Shares or an early termination is designated under the TRS entered or; (v) in the determination of the Calculation Agent, an event has occurred in the jurisdiction of the issuer of the underlying shares of the Shares or relating to the trading of Shares related to the Securities which has or may have the effect of reducing or eliminating the value of amounts expected to be received by the Issuer under the TRS(s). Events of Default: The trustee may (and, if so requested by the "Priority Secured Creditor" identified in the relevant Final Terms) give notice to accelerate a particular Series of Securities if: (i) the Issuer fails to pay amounts when due or otherwise perform its obligations under the Securities and the default is made for a defined period following the occurrence of a failure to pay or following the day on which the Issuer was notified of its failure to perform its non-payment obligations; or (ii) formal insolvency proceedings are initiated against the Issuer, it is adjudicated insolvent or, except in the case of a merger or similar approved by the Trustee, a resolution has been passed or court order made for the winding-up or dissolution of the Issuer. Limited recourse indemnity: The Securities are issued under the Local Broker Structure, are secured obligations of the Issuer only and are not guaranteed. Meetings of Securityholders: The Conditions contain provisions for calling meetings of Securityholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Securityholders including Securityholders who did not attend and vote at the relevant meeting and Securityholders who voted in a manner contrary to the majority. Substitution: The Issuer may be replaced if permitted by the Trustee. Taxation: All payments by the Issuer in respect of the Securities will be made without deduction of any taxes unless the Issuer is required by law to withhold or deduct any such taxes. Holders of the Securities will be liable for and/or subject to any taxes, including withholding tax, stamp duty, transfer and/or other taxes payable in respect of the Securities (as applicable). Governing law: English law. C.11 Listing and trading: C.15 Description of how the value of the investment is affected by the Application has been made to admit Securities issued under the Programme to the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange. There can be no assurance that any such application will be successful or that any such listing will be granted or maintained. The Securities are linked to the price of common shares issued by Saudi Telecom Co (the "Shares"). The Securities entitle the holder to physical settlement in lieu of

14 Section C Securities value of the underlying instrument: cash settlement in certain circumstances. In such case, a prescribed number of Shares will be delivered to the investor upon redemption or settlement (as applicable) and any change in the value of the Shares will affect the value of the related Security. One of the conditions to the holder's entitlement to physical delivery is the payment of the Issuer's physical delivery expenses in respect of such Shares pursuant to the Conditions. The Securities entitle the holder to receive a cash amount equal to the dividends received on underlying Shares, less any costs of the Issuer. The redemption, settlement or cancellation amount payable in respect of any Security is linked to a fixed amount of the Shares. In general, as the value of the Shares increases or decreases, so will the redemption, settlement or cancellation amount payable in respect of such Securities. The redemption, settlement or cancellation amount payable under the Securities may diverge from the quoted price of the Shares owing to the deduction of commission and transaction costs associated with the issue of the Securities. C.16 Expiration or maturity date of securities: The Securities are scheduled to be redeemed or expire on a scheduled date. The Expiry Date in respect of the Securities is 28 February 2022 (the "Expiry Date"). The Securities are: "American Style Warrants" and are exercisable on any Business Day during the period beginning on (and including) 28 February 2018 and ending on (and including) 15 Business Days prior to 28 February If the Securities have not been exercised by the end of such period, the Securities shall be exercised automatically. C.17 Settlement procedure: Securities may be cash or physically settled. This Series of Securities may be cash or physically settled at the option of the Securityholder. The Securities will be cash settled by default, unless the Securityholder meets prerequisites for holding the Shares and a physical settlement notice is provided by the Securityholder to Euroclear or Clearstream, Luxembourg without a copy to the Principal Paying Agent, the Trustee and the Issuer by the cut-off date in accordance with the Conditions. C.18 Return on securities: The return on and value of the Securities will be linked to the performance of underlying Shares. The Securities entitle holders to cash payments by default, but in certain circumstances the investor may be able to call for physical delivery of the securities. If the Securities are redeemed on their Maturity Date or exercised on their Expiry Date, and to be cash settled, the Securityholder shall be entitled to an amount per Security equal to: the number of Shares per Security multiplied by the final reference price of the Shares less an amount of

15 Section C Securities commission and transaction costs incurred, such amount being converted into the Specified Currency at the prevailing spot rate of the Calculation Agent; less a pro rata share of taxes incurred on the sale of the Shares or the unwind of the TRSs. If the Securities are redeemed, exercised or cancelled early, and to be cash settled, Securityholder shall be entitled to an amount equal to: the number of Shares per Security multiplied by the final reference price of the Shares less an amount of commission and transaction costs incurred and less an amount which would be incurred by a holder of such Shares due to any change in law, regulation or similar, and converted into the Specified Currency at the prevailing spot rate of the Calculation Agent; less a pro rata share of taxes incurred on the sale of the Shares or the unwind of the TRSs. If the Securityholder is eligible to receive physical delivery of the Shares and takes the relevant steps in accordance with the Conditions for physical delivery (including, but not limited to, the payment of any physical delivery expenses to the Issuer), the Securityholder shall be entitled to delivery and/or transfer of the number of Shares specified as the "Entitlement" in the relevant Final Terms. C.19 Exercise price or final reference price of the underlying: Calculations which are required to be made in order to determine payments in respect of the Securities and determinations of the value of underlying Shares will be made by the Calculation Agent. The value of the Shares will be calculated by reference to the average price of one share quoted on the exchange specified in the relevant Final Terms (or their successor or such other exchange notified by the Calculation Agent) for the "Final Fixing Date" specified in the relevant Final Terms or on the date on which notice of an early redemption or exercise is deemed to have been delivered under the Conditions (or, if not a Scheduled Trading Day, the immediately following Scheduled Trading Day). C.20 Type of the underlying: The Securities are linked to Saudi Telecom Co (the "Shares"). Information on the Shares can be found on the website of the Saudi Stock Exchange (Tadawul), which is the stock exchange on which such Shares are listed. As of the date hereof, the stock exchange's website is

16 Section D Risks D.2 Key risks specific to the Issuer: The Issuer is a special purpose vehicle: The Issuer is a special purpose vehicle whose sole business is the raising of money by issuing Series of Securities for the purposes of purchasing assets and entering into related derivatives and other contracts. The Issuer has entered into certain covenants which mean it has, and will have, no assets other than its issued and paid-up share capital, certain fees that may be payable to it in respect of the issue of each Series of Securities or entry into other obligations, and any assets on which Series of Securities or other obligations are secured. No regulation of the Issuer by any Regulatory Authority: The Issuer is not required to be licensed, registered or authorised under any current relevant laws in the Netherlands, and will operate without supervision by any authority in any jurisdiction. Regulatory authorities in one or more jurisdictions may decide, however, that the Issuer is subject to certain laws in that jurisdiction, which could have an adverse impact on the Issuer or the Securityholders. Limited recourse: All payments to be made by the Issuer in respect of the Securities will be made only from and to the extent of the sums received by the Issuer in respect of the TRSs. To the extent that such sums are less than the amount which the Securityholders may have expected to receive, the Securityholders' claims against the Issuer will be limited. The Securities are direct, limited recourse obligations of the Issuer alone, and are not obligations of any other party or person. D.6 Key risks specific to the securities and risk warning to investors: The Securities are not interest-bearing. The Securities do not pay interest. "Distribution Payment Amount" is specified as applicable in the relevant Final Terms and accordingly Securityholders will be paid amounts equal to dividends received on underlying Shares, less any costs of the Issuer. The redemption or settlement amount may fluctuate depending on the price of underlying Shares. The Securities are linked to the price of Shares. The redemption or settlement amount payable in respect of the Securities are dependent on the price of, or changes in the price of, Shares less taxes, fees and expenses (and, in some circumstances, regulatory change costs). An investment in the Securities may therefore bear similar market risks to a direct equity investment, and, in the worst case, the Securities may redeem at zero. Market and settlement disruption risk. If a Market Disruption Event occurs on a Valuation Date or a Settlement Disruption Event at the relevant time for payment or delivery under the Securities, any consequential postponement of the valuation or settlement of the Securities may have an adverse effect on the value of such Securities. The Securities are not rights in the Shares. Securityholders will have no direct proprietary interest in the Shares and will not have voting rights or any other rights with respect to the Shares to which their Securities relate. There may be no active trading market for the Securities. The Securities may have no established trading market when issued, and one may never develop liquidity. Illiquidity may have a severe

17 Section D Risks adverse effect on the market value of the Securities, meaning that investors may not be able to sell their Securities easily or at prices that will provide them with a return equal to their investment or a yield comparable to similar investments that have an established or developed secondary market. Risks relating to Total Return Swaps and counterparties. In order to gain exposure to the Shares, the Issuer has entered into or will enter into one or more TRSs with Local Brokers. Under the TRS, the Issuer will receive amounts reflecting the performance of underlying Shares. The Local Broker Structure is specified as applicable in the relevant Final Terms. If any Local Broker becomes insolvent, the insolvency and other laws of the jurisdiction of incorporation of such Local Broker would apply and Securityholders are exposed to the risks of such local laws for recovery of any value from the relevant Local Brokers, and risks relating to enforcement in such jurisdiction. While laws apply in the jurisdiction of the Local Broker which are intended to protect amounts payable by the Local Broker to the Issuer under the TRS against the insolvency of the Local Broker, these laws may be subject to change in the relevant jurisdiction and, to the extent the relevant laws are relied upon, related enforcement proceedings may cause corresponding delay in the investor receiving the relevant redemption or settlement amount from the Issuer. Risks associated with the Principal Paying Agent. The ability of the Issuer to meet its obligations under the Securities will be dependent upon the Principal Paying Agent making the relevant payments when monies are received and all parties to the Transaction Documents and Trade Documents performing their respective obligations thereunder, thereby exposing Securityholders to the creditworthiness of the Principal Paying Agent and the other parties to the Transaction Documents and the Trade Documents. Securities held in a Clearing System. Securities issued in global form are held by or on behalf of Euroclear, Clearstream, Luxembourg and DTC, and investors will have to rely on their procedures for transfer, payment and communication with the relevant Issuer. Credit ratings. While one or more independent credit rating agencies may assign credit ratings to the Securities, these may not reflect the potential impact of all risks related to the Securities. Credit ratings are not a recommendation to buy, sell or hold the Securities, and may be revised or withdrawn by the credit rating agency at any time. Exchange rate risks. The Shares may be denominated or settled in a currency other than the currency of the Securities (or the currency in which the Issuer expects to receive payments under

18 Section D Risks the TRSs). The value of the currency in which the Shares are denominated could drop, resulting in a lower return on the Securities, even if the nominal value of the Shares, as denominated in the local currency, does not decrease. If an investor's principal financial activities are denominated in a currency other than the specified currency of the Securities, that investor is exposed to the risk that exchange rates may significantly change, potentially reducing the yield on and/or market value of the Securities. Emerging markets and regional risks. The Shares may be in companies that are domiciled or active in emerging markets. Many emerging markets may have relatively unstable governments and economies, do not have firmly established product markets, liquid financial markets or developed legal structures governing private or foreign investment or private property, and present a greater risk of expropriation, nationalisation, confiscatory and/or retrospective taxation and social, political and economic instability than more developed markets. This may in turn have an adverse effect on the performance of underlying Shares and ultimately an investment in the Securities. Physical settlement. The Securities may be physically settled at the option of the Securityholder if physical settlement is provided for in the relevant Final Terms, though the Securities will be cash settled by default. Physical settlement will be conditional on the Securityholder being eligible to receive delivery of the Securities, having delivered a physical settlement notice in accordance with the Conditions and having paid the Issuer's physical settlement expenses in respect of the relevant underlying Shares.

19 E.2b Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks: Section E Offer Not Applicable. The net proceeds of the Securities will be used by the Issuer in connection with hedging its obligations under the Securities. Specifically, the proceeds will repay monies the Issuer has borrowed to pre-fund the cost of hedging its obligations under the Securities. E.3 Description of the terms and conditions of the offer: E.4 Description of any interests material to the issue/offer, including conflicting interests: E.7 Estimated expenses charged to the investor by the Issuer or the offeror: Not Applicable Fees are payable by the Issuer to the Dealer in connection with the issue of Securities. Save as disclosed above, no person involved in the issue or offer of the Securities has an interest material to the issue or offer. Expenses may be charged to an investor by the Issuer. These will be deducted from any redemption or settlement amount payable on redemption, exercise or cancellation of the Securities. The expenses charged will be amount equal to commission, transaction costs and taxes incurred (or which would be incurred) on the sale of the relevant number of Shares per Security.