SUMMARY OF THE PROSPECTUS Summaries consist of individual mandatory details relating to the Prospectus, which are referred to as elements. These elements are numbered consecutively in Sections A E (A.1 E.7). This summary contains all the elements that need to be included in a summary for this type of security and these issuers. Because individual elements do not need to be considered, there may be some gaps in the numbering. Even if an element needs to be included in the summary due to the nature of the security and the issuer, it is possible that no relevant information can be given regarding this element. In such cases, a short description of the element and the remark not applicable must be included in the summary. Section A Introduction and Advisory Notices Element A.1 Warnings that the summary should be regarded as an introduction and set of guidelines relating to the assertion of claims This Summary should be regarded as an introduction to this Prospectus. Decisions relating to investments in [Limited Recourse Index-Linked bearer bonds] [and] [or] [Limited Recourse Index-Linked registered bonds] should be based on tests of the entire prospectus by the investor. When a claim is judicially filed due to information included in the Prospectus, the plaintive investor may be required to bear the costs of the translation of the Prospectus, pursuant to the national legislation of the Member State, before proceedings commence. Only persons who have submitted the Summary, including any translations thereof, are liable under civil law, even if the Summary is misleading, incorrect or inconsistent, or compared to other parts of the Prospectus does not contain important information which provides decision-making assistance for investors in the debt securities. A.2 Approval for the use of the Prospectus, the period of validity and any other related conditions [Timberland Invest Ltd.] [and] [Timberland Capital Management GmbH] [and] [ ] (the Distributor[s]) [has] [have] obtained from the Issuer the right to use the Sales Prospectus for the final ranking of the debt securities during the offer period (as defined below in Element E.3). Information on the terms of the debt securities offer is provided by the Distributor[s] at the time of the offer from the Distributor[s]. Section B Issuer Element B.1 Name of the issuer The legal and commercial name of the Issuer is Timberland Securities SPC (the Issuer), and in each case it acts on the
behalf of the separate portfolios Optimix A SP, Optimix B SP, Optimix C SP, Precious Metals SP, Currency Funds SP, Top 10 SP, Bonds Portfolio SP, and possibly one or more additional portfolios, each established in accordance with Section 216 of the Cayman Islands Companies Law, in its 2013 revised edition. B.2 Base and legal status of the Issuer, legal system and country of registration The Issuer is a tax-exempt limited liability company, which was founded under the laws of the Cayman Islands as a company with separate portfolios, and which is domiciled in the Cayman Islands. The registered head office of the company is Maples FS Limited, PO Box 1093, Queensgate House, Grand Cayman KY1-1102, Cayman Islands. B.4b Known trends which have an effect on the Issuer and the sectors in which it operates Not applicable. There are no known trends which have an effect on the Issuer and the sectors in which it operates. B.5 Description of the group of companies and the role of the Issuer within this group B.9 Profit forecast or estimate B.10 The nature of any restrictions in the audit certification relating to historical financial information B.12 Selected basic historical financial information B.13 Occurrences which influence the solvency of the Issuer B.14 Dependence on other companies within the group The Issuer is an insolvency-protected special purpose entity, and the entirety of its shares are held by Stichting Timberland V, a foundation formed under Dutch law (Stichting). The Issuer does not have any subsidiary companies. Not applicable. The Issuer has not provided any profit forecasts or estimates Not applicable. At the time of creating this prospectus, no annual report had been produced. Not applicable. At the time of creating this prospectus, no annual report had been produced. Not applicable. There are no occurrences from the recent business operations of the Issuer which have a significant impact on the valuation of its solvency. Please read the element B.5 above. B.15 Main activities The Issuer was founded as a special-purpose entity for issuing asset backed securities and other structured debt securities.
B.16 Controlling shareholders The authorised share capital of the Issuer is EUR 31,000, divided into 31,000 shares valued at EUR 1 per share. All shares have been allocated. 31,000 shares from the Issuer are held by Timberland V, a foundation established and existing under Dutch law (Stichting). Section C - Securities Element C.1 Description of the nature of the debt securities/isin The [enter the names of the debt securities] are [holder] [register] debt securities, which are associated with the performance of an underlying index (as defined below in Element C.20). [No ISIN is given for the [ ] debt securities.] [ISIN: [ ]] C.2 Currency The currency of the debt securities is [the euro] [the British pound] [the Swiss franc] [the US dollar] [ ]. C.5 Restrictions to free transferability [In the case of debt securities, enter: The debt securities are freely transferable.] [In the case of registered bonds, enter: A transfer may not be entered into the Register (i) after an event of default has been reported in accordance with the terms of the debt securities, or (ii) during the period of fifteen (15) days prior to each maturity date of payments from the debt security.] C.8 Rights associated with the debt securities, including the order of priority and restrictions of such rights Permissions Excluding cases of early redemption or repurchase and deletion, debt securities holders are entitled to the payment of the amount to be redeemed on the maturity date (as defined in Element C.16 below). The relevant amount to be redeemed is calculated as the sum of (A) the nominal value, (B) the participation factor, and (C) the index level (as defined in Element C.15 below) on the last valuation day (the redemption amount). Further regulations relating to the repayment amount may be included in the subscription agreements. Debt securities holders may apply for the early redemption of their outstanding debt securities, either in whole or in part, on the optional redemption date prior to the maturity date (as defined below in Element C.16). The Issuer will pay each of the debt securities to the debt securities holder, whereby the optional redemption payment is calculated as the sum of (A) the nominal value, (B) the participation factor, and (C) the
index level (as defined in Element C.15 below), on the last valuation day (the optional redemption amount). The last valuation day is the [10th] [ ] working day before the maturity date. Nominal value means [EUR] [GBP] [CHF] [USD] [ ] [1.00] [ ]. The redemption valuation date is the [10th] [ ] working day before the maturity date. The participation factor is [0.90] [ ]. [In the case of non-interest-bearing debt securities, enter: The debt securities are non-interest-bearing.] [In the case of interest-bearing debt securities, enter: Interest is paid to debt securities holders on each interest payment date, and corresponds to the sum of the nominal value based on the interest rate (the interest payment amount). Interest is payable for each interest period. Day count fraction refers, in terms of the calculation of the amount of interest, to a debt security for a period (the calculation period). It involves the number of days in the calculation period divided by 365 (or, of part of the calculation period falls within a leap year, the sum of (1) the total number of days in the calculation period falling within a leap year, divided by 366, and (2) the total number of days in the calculation period which do not fall within a leap year, divided by 365). The interest commencement date is the [ ]. The interest payment date is the [ ] [and the [ ]] of each year, whereby the first date is the [ ] and the last date is the maturity date or, if applicable, the optional redemption date or the early redemption date (as defined in item C.16 below). The interest period is the period beginning on (and including) the interest commencement date, until (but excluding) the first interest payment date and thereafter on (and including) each interest payment date, until (but excluding) the next interest payment date. The interest rate is [ ] percent per year.] Order of priority The debt securities provide direct, unsecured and non-
subordinated obligations for the Issuer with limited right of recourse, which are of equal importance to each other and to all other direct, unsecured and non-subordinated obligations with limited right of recourse, which are attributed to the relevant portfolio, but which are generally subject to compulsory legal provisions relating to the rights of creditors in the case of insolvency (in relation to bankruptcy, liquidation, or other collective judicial or administrative proceedings). In accordance with Section 220 of the Companies Law of the Cayman Islands (as amended in 2013) in its currently valid form (the Companies Law), the assets which can be allocated to the relevant portfolio are used only to settle liabilities due to creditors in relation to the portfolio. They may not be used to satisfy claims made by the Issuer s creditors, or by the creditors of any other separate portfolio of the Issuer. The debt securities are subject to Luxembourg law and are adjusted accordingly. Restrictions With the subscription of debt securities or other means of acquisition of debt securities, debt securities holders expressly confirm and accept and this acceptance and confirmation is assumed that the Issuer (i) complies with the Companies Law and (ii) has issued the portfolios for the debt securities, to which all assets, rights, claims and agreements regarding the debt securities relate. Moreover, the debt securities holders acknowledge and accept that they will only have recourse to the assets of the relevant portfolio, and not to the assets of other separate portfolios of the Issuer or general assets of the Company. The debt securities holders confirm and accept that they will not be permitted to take further steps against the Issuer in order to claim back any outstanding amounts, and that their entitlement to repayments is terminated, as soon as all assets which have been allocated to the relevant portfolio have been realised. The debt securities holders accept that the assets of the Issuer which are attributable to the relevant portfolio, or another separate portfolio of the Issuer, or the general assets of the Issuer must not be seized or otherwise confiscated. Notably, pursuant to the laws of the Cayman Islands, Luxembourg or other legal system, debt security holders are not entitled (i) to trigger action to settle a claim for processing, liquidation, insolvency, agreement or bankruptcy against the Issuer or a separate portfolio of the Issuer, including merging the portfolios or supporting such persons in carrying out such actions, or (ii) to apply for receivership in relation to the portfolios or a separate portfolio of the Issuer in accordance with Section 224 of the Companies Law.
C.11 Indication as to whether the securities offered are or will be part of an application for permission to trade, or are to be distributed on a regulated market or other equivalent markets, whereby the relevant markets must be named. C.15 Effect of the base value on the value of the securities. [Not applicable. An application [has been made] [will be made] for securities [to be listed] [to be authorised for trade] on the [Euro MTF Market of the Luxembourg Stock Exchange] [and] [the outside market of the Frankfurt Stock Exchange] [and] [enter other regulated markets], [which] do not authorise [a regulated market] [regulated markets] within the meaning of Directive 2004/39/EC. [An application [has been made] [will be made] for debt securities on the regulated market [the Luxembourg Stock Exchange] [and] [the Frankfurt Stock Exchange] [and] [enter other regulated markets], [which] authorise [a regulated market] [regulated markets] within the meaning of Directive 2004/39/EC. The value of the debt securities is dependent on the performance of an underlying index (as defined below in Element C.20). If the index rises, the value of the security increases accordingly. If the index falls, the value of the security decreases accordingly. Notably, any redemption amount received by the debt securities holder depends on the performance of the Index. The index will be calculated on [ ] (date of the first index calculation). The first index value on the date of the first index calculation is 100 index points, whereby an index point is the equivalent of 0.01 EUR. The index value is calculated on each index calculation day, on the basis of the following formula. [In the case of non-interest-bearing debt securities, enter: Index Level = NAV IC MF AF TECF Whereby in each case NAVIC = the Net Asset Value of the index components, AF MF = Arranger Fee, = Management Fee, TECF = Tracking Error Correction Factor and PF = the PerformanceFee.] [In the case of interest-bearing debt securities, enter:
Index Level NAV MF AF TECF DF Whereby in each case NAVIC = the Net Asset Value of the index components, MF = Management Fee, AF = the Arranger Fee; TECF = Tracking Error Correction Factor, PF DF = the PerformanceFee and = the Distribution Factor.] The arranger s fee is a fee of [ ] index points per calendar day. The arranger fee is only billed up to [ ]. If an index calculation day immediately precedes a calendar day (or several consecutive calendar days) which is not an index calculation day, the Arranger s fee for such a non-index calculation day will be taken into account in the calculation of the index value for the corresponding index calculation day. The arranger s fee may be reduced to [0.00] [ ] index points at the sole and absolute discretion of the Arranger. The cash component is a virtual, non-interest-bearing amount in euros. [In the case of interest-bearing debt securities, enter: The distribution factor is the interest payment (as defined in Element C.8 above), which is paid to debt securities holders, divided by the index value which is calculated by the index calculation agent on each interest payment date (as defined in Element C.8 above).] Gross increase of the index level (GIIL (t)) is the sum on the valuation day of the difference between the index value on the valuation day (t) and the highest applicable value, provided that the index value is used solely for this purpose following the deduction of the administrative fee, the arranger s fee, and possibly the correction factor for the tracking error [and the distribution factor], but before the deduction of the performance-related fees, where applicable, in order to calculate the index value. The calculation agent for the Index is [Oaklet GmbH] [ ] or possibly another calculation agent, which is named by the index sponsor.
The index calculation day is a day (excluding Saturday and Sunday) on which credit institutes in [Germany] [ ] are open for general business transactions, and the settlement system TARGET 2 is ready for operation. Index components are security components and cash components. The Index Sponsor is [Timberland Fund Management Ltd.] [ ]. Index strategy means that the cash component of the Index amounts to [2][ ] percent, and the proportion of underlying securities is [98][ ] percent. In addition, the underlying securities are weighted approximately equally to the relevant index described below: Equity Bonds Precious Currency Top 10 Portfolio Portfolio Metals Portfolio Portfolio Limited Limited Portfolio Limited Limited Recourse Recourse Limited Recourse Recourse Bonds Bonds Recourse Bonds Bonds Bonds Optimix A Index Optimix B Index Optimix C Index Precious Metals Index Currency Funds Index Top 10 Index Bonds Portfolio Index [Enter the names of the other indexes/i ndices if possible] 70% 15% 15% 0% 0% 60% 20% 20% 0% 0% 50% 25% 25% 0% 0% 0% 0% 100% 0% 0% 0% 10% 0% 90% 0% 0% 10% 0% 0% 90% 0% 0% 0% 0% 100% [ %] [ %] [ %] [ %] [ %]
The Investment Advisor is [Timberland Fund Management Ltd.][ ]. The administrative fee is a fee of [0.00246575] [ ] index points per calendar day. If an index calculation day immediately precedes a calendar day (or several consecutive calendar days) which is not an index calculation day, the administrative fee for such a day will be taken into account in the calculation of the index value for the corresponding index calculation day. The administrative fee may be reduced to [0.00] [ ] index points at the sole and absolute discretion of the Investment Advisor. The net asset value of the index components is the net asset value of the index components calculated by the calculation agent on the relevant index calculation date (t). It is calculated in index points, whereby EUR 0.01 corresponds to one index point. The performance fee is a fee which on the calculation date (PF (t)) is equal to [ ]% of the gross increase of the index value in accordance with the VAT applicable in the jurisdiction of the investment advisor, which is currently Malta (currently 18%, which results in a holistic percentage threshold of [ ]%). The performance fee is only increased if the index value exceeds the highest applicable value on the relevant valuation day. A performance fee is deducted from the index value on a monthly basis, on the last valuation day of the month. The performance fee is calculated using the following formula: PF (t) = max(0; GIIL (t) x [ ]%) Security components are the underlying securities which are weighted according to the index strategy. The highest applicable value is the index value on the date of the first index calculation. Thereafter, the highest applicable value is determined on each valuation day, in accordance with the following provisions: a) The highest applicable value is the highest index value reached on a random valuation day before the applicable valuation day (after deduction of the performance-related fee); this means that if, on an evaluation day, the index value (after deduction of the performance-related fee) exceeds the highest applicable value for that evaluation day, the highest applicable value will be regarded as equal to the index value (following deduction of the performance-related fee). The adapted highest applicable
value will be valid as of the following valuation day. If the index value (following deduction of the performance fee) on a valuation day does not exceed the highest applicable value for this valuation day, the highest applicable value will remain unchanged, subject to the provisions of the following paragraph. b) In any year, the highest applicable value on 1 January of that year (if this calendar day is a valuation day, and in all other cases, on the next valuation day) (in each case a date for the redefinition of the highest applicable value) is determined, so that (after deduction of the performancerelated fee) the redefinition of the highest applicable value is equal to the index value on this date. If the index value is lower than the previous highest applicable value, the highest applicable value will be reduced accordingly. The tracking error correction factor amounts to [0.5][ ] percent of the NAV of the index components. The correction factor for the tracking error may be reduced to [0.00][ ] percent at the sole and absolute discretion of the Investment Advisor. The underlying securities are the following securities which are issued by Timberland Investment SA: Equity Portfolio Limited Recourse Bonds, Bonds Portfolio Limited Recourse Bonds, Precious Metals Portfolio Limited Recourse Bonds, Currency Portfolio Limited Recourse Bonds, Top 10 Portfolio Limited Recourse Bonds [and] Bonds Portfolio Limited Recourse Bonds [and [ ] Portfolio Limited Recourse Bonds] (whereby each of the aforementioned securities is an underlying security). C.16 Expiry date or due date of the derivative securities/exercise date or final reference date C.17 Securities accounting procedures The final maturity day is either the (i) next business day after the full redemption of the underlying securities, or (ii) [ ], depending on which is earlier. The redemption date is the [ ] of a calendar year. The first redemption date is the [ ] after the expiration of the retention period. The retention period is the period from [ ] until [ ] (inclusive). An early redemption date is a date which is not later than [10] [ ] working days after the publication of the notification by the Issuer, which informs debt security holders of the early redemption of the debt securities. [In the case of debt securities, enter: All payments must be made to [enter name and address of the paying agent(s)] (the paying agent for debt securities). The paying agent[s] for debt securities [pays] [pay] the amounts due through the clearing
system, so that they can be credited to the respective accounts of the custodian banks, and forwarded to the debt securities holders. Payment to the clearing system will release the Issuer from his obligations relating to the securities in the amount of this payment. Clearing System should be entered as [Clearing System(s)]. [In the case of registered bonds, enter: The right to the debt securities is only transferred when the Issuer is included in the register. The ownership of the debt securities is only effective when the Issuer is included in the register. C.18 Description of the return modalities of derivative securities. C.19 Exercise price or final reference price C.20 Type of underlying assets and description, from which information on the underlying assets can be obtained The payment of the redemption amount on the maturity date, or of the optional redemption amount on the optional redemption date, or the early redemption amount on the early redemption date, depending on the situation. The final reference price of the underlying index is the final index value to be calculated and published by the calculating agent for the index, in accordance with the applicable index strategy (as defined in C.15). [The] underlying asset[s] of the debt securities [is] [are] [Optimix A][,] [and] [Optimix B][,] [and] [Optimix C][,] [and] [Precious Metals][,] [and] [Currency Funds][,] [and] [Top 10] [,] [and] [the Bonds Portfolio] [and the [ ] index] (whereby each of the aforementioned is an index). Information on each index can be found online at [www.timberland-securities.com] [add website]. Section D Risks Elemen t D.2 Significant risks relating to the Issuer The issuer is a special-purpose entity. The Issuer is a tax-exempt limited liability company, which was founded under the laws of the Cayman Islands and is registered as a company with separate portfolios, pursuant to Section XIV of the Companies Law. Unless otherwise stated in the foundation documents, the Issuer may issue financial instruments of which the value or yield is associated with certain sub-funds, assets or risks, or of which the repayment is subject to the repayment of other instruments, certain claims, or specific share categories. For debt securities, the Issuer s Board of Directors has issued the portfolio, and the claims of the debt securities holder
Elemen t relating to the debt securities or against the Issuer in relation to the Portfolio are restricted to net assets attributable to such a portfolio. The possibility that other creditors have access to assets allocated to a portfolio cannot be ruled out. Debt securities holders (i) may not apply for the processing, liquidation or bankruptcy of the Issuer, (ii) may not, in the event of a deficit in the debt securities, apply for receivership, in accordance with Section 224 of the Companies Law, of the Portfolio or another separate portfolio owned by the Issuer, and (iii) may not bring about similar proceedings. The Issuer has not granted a collateral right for the underlying securities in order to secure its liabilities towards the debt securities, or other liabilities. The Issuer is a contractual partner of several third parties who have agreed to provide a range of services for the debt securities, and of which the default may have a detrimental effect on the debt securities. There are possible conflicts of interest regarding the investment policies which apply to the various separate portfolios of the Issuer, and those fulfilled by the representatives in relation to the debt securities. D.6 Significant risks relating to the debt securities The debt securities may not be an appropriate investment for an investor. The payments to be made from the debt securities depend on the value development and the associated risks of the underlying index. The value of the underlying index depends on numerous factors (particularly the price development of the index components), which may be intertwined. This may include economic, financial and political occurrences which cannot be influenced by the Issuer. The previous performance of the underlying index or an index component should not be regarded as an indicator of future performance during the term of the debt securities. The debt securities have characteristics which may cause certain risks for potential investors; in particular (i) they may be repaid early by the Issuer in certain circumstances, and (ii) payments of certain fees and expenses may be incurred before payments are made to the debt securities holders, and only in the case of non-interest-bearing securities (iii) the securities are not interest-bearing. The costs to be paid by the Issuer relating to the debt securities
Elemen t may be adversely affected if the Issuer, in accordance with the terms of the debt securities, appoints another company in its place as Issuer of the debt securities. Certain issues affecting the interests of the debt securities holder in general must be voted on during general meetings, which allow specific voting majorities to make binding decisions on behalf of all debt securities holders. Payments from the debt securities are subject to the applicable tax regulations of the Member States of the European Union. The rights and obligations of the debt securities holders may be adversely affected by a change in legislation relating to the debt securities. If the securities are denominated in a currency other than that of the country in which a debt securities holder is resident, or in which the debt securities holder wants to receive payments, there is an exchange rate risk. Currencies can also be depreciated or replaced by another currency of which the development is unpredictable. Currency exchange rates (exchange rates) are determined by different supply and demand factors on the international currency markets, and are influenced by macroeconomic factors, speculations and interventions by central banks and governments, as well as political factors (including the imposition of currency controls and restrictions). In addition, there are other factors (e.g. psychological factors) which are almost impossible to predict (for example, a crisis of confidence against the political leadership of a country), which may also have a significant impact on exchange rates. Currencies may be subject to high fluctuations. In the case of irregularities or manipulation in relation to the fixing of exchange rates, this may have a materially adverse effect on the securities. Potential investors should consider ways of hedging the risk of investing in the debt securities. Risks arising with regard to the financing of an investment in debt securities by means of a loan. Potential investors should note that an investment in these debt securities is a long-term investment without assurance of a return. A debt securities holder may not receive payments from the Issuer until the maturity date or the early redemption date. It is possible that this/these date(s) may not occur until a long time after the acquisition of the debt securities. No interim repayments will be made during the validity period of the securities.
Elemen t The entitlement of the debt securities holder to participate in the assets of the Issuer is restricted by the assets of the relevant portfolio. The Issuer is responsible in an economically viable way for determining occurrences which would trigger an early repayment in accordance with the terms of the debt securities. If the debt securities are redeemed early, the amounts payable to the debt securities holders may be less than their original investment, and may be zero in certain circumstances. Investors may lose the value of their investment in whole or in part. [In the case of non-interest-bearing securities, enter: Debt securities holders will not receive periodic interest payments on the debt securities or other interest payments on maturity.] Section E Offer Element E.2b Reasons for the offer and purpose of the proceeds The Issuer will use part of the proceeds from the issue of the debt securities in order to invest in assets which are suitable for securing full and punctual payments from the debt securities. E.3 Description of the offer conditions a) Subscription period: The offer period begins on [ ] and ends on [ ]. The Issuer reserves the right to terminate the subscription period at an earlier date, for any reason. During the subscription period, the Issuer will keep debt securities holders updated on a regular basis, by publishing relevant information on its website [www.timberland-securities.com]. b) Price during the subscription period: The Issuer will offer and sell the debt securities at the subscription price during the subscription period. The subscription price for the debt securities will initially correspond to the sum of the nominal value and the commission immediately due [I and the immediately due commission II]. The subscription price is continuously adjusted in accordance with market conditions. The
subscription price for the debt securities is published on each business day on the Issuer s website [(www.timberlandsecurities.com)] [ ]. c) Offer conditions: The Issuer reserves the right to withdraw the offer for the debt securities before the end of the subscription period, for any reason. d) Period during which the subscription of the debt securities is possible; description of the subscription process The offer of the debt securities is valid during the subscription period. Applications for the acquisition of debt securities can be sent to the Issuer, with copies for [the distributor[s] to the following address[es]: Aragon House, St. George`s Park, St. Julian`s STJ 3140, Malta] [ ]]. e) Details of the minimum and/or maximum amount of the subscription There is no minimum allocation of debt securities per investor. The maximum allocation of debt securities depends exclusively on availability at the time of subscription. f) Characteristics of the method for the payment of debt securities and the delivery thereof: The debt securities are sold by the Issuer against payment of a subscription price, or in the case of payments in currencies other than the euro, the subscription is paid to a paying agent appointed by the Issuer for this purpose. At the time of subscription, each investor will be informed of the accounting procedures for the debt securities. g) Description of the possibility to reduce subscriptions, and the reimbursement procedure for excess amounts allocated to subscribers: Not applicable. h) Procedure and date for the publication of the results of the offer: The supply volume amounts to [30,000,000,000] [ ] worth of debt securities, each with an initial nominal value of [EUR][GBP][CHF][USD] [ ] [1.00][ ], in relation to the debt securities issued on [ ]. i) Description of the debt securities offer:
In the offer period, offers can be made in [the Austrian Republic] [,] [and] [the Republic of Croatia] [,] [and] [the Republic of Cyprus] [,] [and] [the Czech Republic] [,] [and] [the Federal Republic of Germany] [,] [and] [the Republic of France] [,] [and] [Hungary] [,] [and] [the Republic of Ireland] [,] [and] [the Italian Republic] [,] [and] [the Principality of Liechtenstein] [,] [and] [the Duchy of Luxembourg] [,] [and] [the Republic of Malta] [,] [and] [the Polish Republic] [,] [and] [Romania] [,] [and] [the Slovak Republic] [,] [and] [the Republic of Slovenia] [,] [and] [the Kingdom of Spain] [,] [and ] [the United Kingdom of Great Britain and Northern Ireland] ([all] [of the] public offer jurisdiction[s]) relating to all persons. In other EEA countries, the offer is made solely in accordance with an exemption clause, which provides for an exemption from prospect obligations in accordance with the prospectus guidelines implemented in the relevant national standards. Offers in the context of the public offer in [any of] [the] public offer jurisdiction[s] are made exclusively by the distributor[s] and the representatives appointed for this purpose by the distributor[s]. These offers are made through various communication channels including public announcements, notifications, the sending of quarterly reports or newsletters to existing or potential investors, marketing activities relating to agreed advertising brochures, and other printed material. E.4 Interests of natural and legal persons involved in this offer or issuance E.7 Expenses which are billed to the investor by the Issuer or by a vendor With the exception of those mentioned in the relevant elements above, and as far as the Issuer is aware, none of the persons participating in the issue has a vested interest in the offer, including conflicting interests. No extra fees will be charged by the Issuer or by a provider on top of the subscription price, which includes an immediately payable commission [I] of up to [5][ ]% of the nominal value [and an immediately payable commission II of up to [10][ ]% of the nominal value].