ARM ASSET-BACKED SECURITIES S.A.

SERIES PROSPECTUS K - Income dated 8 April 2010 ARM ASSET-BACKED SECURITIES S.A. (A societe anonyme incorporated, existing and organised under the laws of the Grand Duchy of Luxembourg, and being a securitisation vehicle under the Luxembourg law of 22nd March 2004, under registered number111830) GBP 1,099,000 ASSET-BACKED INCOME BOND SERIES K 2015-2016 (the Bonds ) The Issuer accepts responsibility for the information contained in this series prospectus. To the best of the knowledge and belief of the Issuer the information contained in this series prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This series prospectus constitutes a prospectus (the Series Prospectus ) for the purposes of Directive 2003/71/EC (the Prospectus Directive ) as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005. This series prospectus should be read in conjunction with (1) the base prospectus issued by the Issuer and dated 18 November 2009 (the Base Prospectus ) excluding the terms and conditions of the Bonds which are set out on pages 35 to 49 of the Base Prospectus and (2) the terms & conditions of the Bonds set out on pages 34 to 48 of the base prospectus issued by the Issuer and dated 11 September 2008 (the Terms & Conditions ) both of which are incorporated by reference into this Series Prospectus. Defined words and phrases used in the Base Prospectus shall have the same meanings when used in this Series Prospectus. To the best of the Issuer s knowledge, information and belief there are no facts or circumstances which have occurred or arisen since the issue of the Base Prospectus which render any of the statements or facts stated therein untrue, inaccurate or misleading in any respect. The Series Prospectus has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services Regulatory Authority only approves this Series Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Such approval relates only Tranche 11 which is to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which is to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for the Bonds (in this case Tranche 11) to be admitted to the Official List and trading on its regulated market. Tranches 1 10 are listed on the Irish Stock Exchange. The Bonds will be issued in registered form ("Registered Bonds" comprising a "Registered Series") and will initially be represented by interests in a temporary Global Note or by a permanent Global Note, in either case in registered form (each a "Temporary Global Note" and a "Permanent Global Note", respectively) which may be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System or any other successor entity thereto ("Euroclear") and Clearstream Banking, société anonyme, or any 1

successor thereto ("Clearstream, Luxembourg"). For further detail in relation to Global Notes, see the section below headed Summary of provisions relating to Bonds whilst in global form. Neither the Issuer nor the Bonds are rated with Standard & Poor s rating services or any other rating service. THE BONDS ARE OBLIGATIONS SOLELY OF THE ISSUER AND ARE NOT GUARANTEED BY, OR BE THE RESPONSIBILITY OF, ANY OTHER ENTITY. The attention of potential investors is drawn to the sections headed "Investor Suitability" and "Investment Considerations and Risk Factors" on pages 8 to 21 of the Base Prospectus. The date of this Series Prospectus is 8 April 2010 2

No person has been authorised to give any information or to make any representation other than those contained in this Series Prospectus and/or in the Base Prospectus in connection with the issue or sale of the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Arranger (as defined in "Summary of the Programme"). The distribution of this Series Prospectus and the offering or sale of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Series Prospectus comes are required by the Issuer and the Arranger to inform themselves about and to observe any such restriction. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and may include Bonds in registered form that are subject to U.S. tax law requirements. The Issuer has not registered and will not register under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Consequently, the Bonds may not be offered, sold, resold, delivered or transferred within the United States or to, or for, the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) except in accordance with the Securities Act or an exemption therefrom and under circumstances which will not require the Issuer to register under the Investment Company Act. For a description of certain restrictions on offers and sales of Bonds and on distribution of this Series Prospectus, see "Subscription and Sale and Transfer Restrictions on pages 62 to 64 (inclusive) of the Base Prospectus. For so long as the Programme remains in effect or any Bonds (whether of this series or any other issued pursuant to the Programme) remain outstanding, in the event that there are (i) any changes in the Terms and Conditions of the Bonds, (ii) a material adverse change in the financial situation of the Issuer or (iii) the addition of a new issuer in relation to the Programme, the Issuer shall publish a supplemental Base Prospectus or a Series Prospectus setting out the details of such changes or additions, as the case may be. This Series Prospectus does not constitute an invitation to the public within the meaning of the Irish Companies Acts 1963 to 2006 to subscribe for any Bonds. Neither the Arranger nor the Bond Registrar has separately verified the information contained herein and accordingly neither the Arranger nor the Bond Registrar makes any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained herein or in any further information, notice or other document which may at any time be supplied in connection with the Bonds or their distribution and none of them accepts any responsibility or liability therefor. Neither the Arranger nor the Bond Registrar undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by the Base Prospectus nor to advise any investor or potential investor in the Bonds of any information coming to the attention of either the Arranger or the Bond Registrar. TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE OR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS 3

LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR TO CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. In this Series Prospectus, unless otherwise specified or the context otherwise requires, references to "dollars", "U.S. dollars", "USD" and "U.S.$" are to United States dollars, references to "euro", "EUR" or " " are to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community as amended by the Treaty of European Union as amended by the Treaty of Amsterdam and references to pounds, sterling, or GBP are references to the lawful currency of the United Kingdom of Great Britain and Northern Ireland. 4

TABLE OF CONTENTS Page SUMMARY...6 INVESTMENT CONSIDERATIONS AND RISK FACTORS... 12 THE BONDS... 12 TERMS & CONDITIONS OF THE BONDS... 15 SUMMARY OF PROVISIONS RELATING TO BONDS WHILST IN GLOBAL FORM.15 GENERAL INFORMATION......16 5

SUMMARY i) The following summary does not purport to be complete and is taken from, is qualified in its entirety by, and should only be read as an introduction to, the remainder of this Series Prospectus, the Base Prospectus and the Terms & Conditions; ii) Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; iii) Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and iv) Civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. Issuer: ARM Asset-Backed Securities S.A., a sociéte anonyme incorporated on 4 November 2005 and existing and organised under the laws of the Grand Duchy of Luxembourg, and being a securitisation vehicle under the Luxembourg law of 22nd March 2004, under registered number 111830, managed by Equity Trust Fund Services (Luxembourg) S.A. Description of the Bonds: GBP 1,099,000 Asset-Backed Income Bond Series K 2015-2016 Categories of Potential Investor: Retail, Qualified & Institutional Countries in which the offer is to be made: Within the European Union the offer is to be a public offer in Ireland, UK, Malta, & Luxembourg only. The offer may also be made in all other countries in the world except the United States of America Account Bank: ING Luxembourg S.A. Global Asset Custodian: ING Luxembourg S.A. Paying Agent: ING Luxembourg S.A. 6

Payment Administrator: Equity Trust Co. (Luxembourg) S.A. Calculation Agent: Equity Trust Co. (Luxembourg) S.A. Bond Registrar: Equity Trust Co. (Luxembourg) S.A. Dissemination Agent: LaSalle National Association Arranger: Catalyst Investment Group Limited. US Trustee: LaSalle National Trust, Delaware US Asset Custodian: LaSalle National Association Irish Paying Agent: AIB International Financial Services Limited Currency: GBP Maturity: 31st March 2015, 30 th June 2015, 30 th September 2015, 31 st December 2015, 31 st March 2016, 30 th June 2016 and 30 th September 2019 as set out below on page 12. Issue Date: 1 st April 2008, 1 st July 2008, 1 st October 2008 1 st January 2009, 1 st April 2009, 1 st July 2009 and 1 st October 2009 as set out below on page 12. Issue Price: 100% Interest: 8.25% per annum Interest accrues from the Issue Date and 2.0625% will be paid quarterly on 30 th March, 30 th June, 30 th September and 31 st December (or in each case on the next following Business Day where the due date for payment is not a Business Day). Payment of interest will be effected by the Payment Administrator or, where a Bondholder s interest is held under a Global Note, by the Paying Agent. Payment of subscription monies: Subscription monies are payable a full calendar month before the Issue Date 7

Notification of allotment: Successful applicants will receive written notification of their successful application within one month after the Issue Date Payments: Once the net proceeds of the Underlying Assets have been applied in accordance with Condition 11 of the Terms & Conditions, failure to make any further payment due in respect of a mandatory redemption of part of the principal amount of the Bonds shall not constitute an Event of Default. Payments shall be made by electronic transfer to the holders of Bonds in accordance with their nominated bank details, unless otherwise advised to the Bond Registrar, in the currency subscribed within 10 business days after the due date, in the case of payments upon redemption, upon surrender of the relevant certificates at the specified office of the Bond Registrar. All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment. No commissions or expenses shall be charged to the Bondholders in respect of such payments. If the due date for payments is not a business day, the Bondholder shall not be entitled to payment of the amount due until the next following business day and shall not be entitled to any further interest or other payment in respect of any such delay. In this paragraph, "business day" means a day on which (a) the London Interbank Market is open for dealings between banks generally, and (b) if on that day a payment is to be made hereunder, commercial banks generally are open for business in Luxembourg and in the city where the specified office of the Bond Registrar is located. Each payment in respect of a Bond will be made to the person shown as the holder in the register at the opening of business (in the place of the Bond Registrar s specified office) on the fifteenth day before the due date for such payment (the "Record Date"). Where payment in respect of a Bond is to be made by cheque, the cheque will be mailed to the address shown as the address of the holder in the register at the opening of business on the relevant Record Date. Subject as provided in this Condition 9 (Payments) of the Terms & Conditions, payments in Euro will be made by credit or transfer to Euro account (or any other account to which Euro may be credited 8

or transferred) specified by the payee or, at the option of the payee, by a Euro cheque. Type of Security: Asset Backed Income Paying Bond Form of Bonds: Registered Denomination: GBP 1,000 Early Redemption: Bonds will be redeemable prior to maturity only in limited circumstances upon the occurrence of certain events relating to the Issuer as set out in Condition 11 (Redemption) of the Terms & Conditions or relating to an acceleration of the Bonds as specified in Condition 13 (Events of Default) of the Terms & Conditions. Pre-emption: There are no pre-emption rights Prescription: Claims for payment of principal under the Bonds will be prescribed and become void unless the same are presented for payment within a period of one year from the Relevant Date relating thereto. For this purpose, the "Relevant Date" means the date on which the payment in respect of the Security first becomes due and payable. However, if the full amount of the moneys payable on such date has not been received by the Payment Administrator on or prior to such date, the "Relevant Date" means the date on which such moneys shall have been so received and notice to that effect shall have been given to the Bondholders in accordance with Condition 18 (Notices) of the Terms & Conditions. Taxation: Return of capital invested & income will be paid gross of tax as no withholding tax will be applied. Under the European Savings Directive the paying agent will report details of the income payments to the investor s tax authority. Any investor not wanting their details to be passed to their tax authority, must inform the primary distributor, in which circumstances withholding tax will be applied. For detailed reference to Irish & Luxembourg tax see Taxation on pages 60 to 61 and paragraph 9 of General Information on pages 67 to 71 of the Base Prospectus. 9

Listing: The ARM Asset Backed Securitisation Programme is listed on the Irish Stock Exchange. This Series Prospectus has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services Regulatory Authority only approves this Series Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Application has been made to the Irish Stock Exchange for the Bonds (in this case Tranche 11) to be admitted to the Official List and trading on its regulated market. Status of Bonds: Bonds of each Series will rank pari passu and without preference among themselves. Borrowing: The Issuer is entitled to borrow on a secured, limited recourse and senior basis up to one times the death benefit value of the SLS, such borrowing to be effected by the issue of Bonds within the meaning of the Luxembourg law of 22nd March 2004 on securitisation ranking senior to the Bonds, in order to purchase additional SLS or to create liquidity in order to make payments in accordance with the Terms and Conditions. Underlying Assets: The Underlying Assets will comprise cash, cash equivalent and cash flows from the pool of SLS, and will be held in the Cash Entitlement Account. US Trust: The pool of SLS will be held in trust with the US Trustee as trustee. Trust Agreement: The Issuer, the Fiduciary and the US Trust have established a Trust Agreement and Declaration of Trust for the purpose of providing for the reporting by the US Trust to the Fiduciary in satisfaction of the rights and obligations the Fiduciary and, as a consequence, managing the payment of the proceeds of matured Policies from the US Trust to the Issuer. Expenses: The Payment Administrator, on behalf of the Issuer, is authorised to make deductions from the proceeds of the issue, as set out in condition 8 of the Terms. The Payment Administrator shall have the power to deduct, as agreed by the Issuer or the Arranger, its 10

own fees and those fees relating to the Arranger, the Issuer, the Custodian, the Bond Registrar, the US Trustee, the Fiduciary, the Securities Intermediary, the Asset Custodian, the Irish Paying Agent, the Auditor, the Provider, the domiciliation agent and any other service providers agreed by the Issuer and the Arranger ("Service Providers"), together with the incorporation costs of the Issuer and all properly incurred and related legal and actuarial and other professional fees and expenses incurred by a Service Provider, from the proceeds of the issue. A Service Provider may include placement agents, brokers and other organisations paid introductory and other fees relating to capital raising. Such expenses will be deducted from the issuer and not charged to the purchaser. Further Issues Further Bonds may be issued in this series. Upon the issue of such further Bonds, the Issuer will procure the acquisition of further underlying assets in the manner described above in the section headed Assets Backing the Bonds. Governing Law: The Bonds will be governed by, and construed in accordance with, Luxembourg law. 11

INVESTMENT CONSIDERATIONS AND RISK FACTORS Prospective investors should determine whether an investment in the Issuer is appropriate in their particular circumstances and should consult with their legal, business and tax advisers to determine the consequences of an investment in any Bonds and to arrive at their own evaluation of the investment. Attention is drawn, in particular, to the section headed "Investment Considerations and Risk Factors" on pages 8 to 21 (inclusive) of the Base Prospectus. The Issuer is not aware of any additional considerations or risk factors which prospective investors should take into account nor of any alterations which ought to be made to the investment considerations or risk factors listed in the Base Prospectus. Nature of Bonds THE BONDS All tranches of the Bonds have been issued on the dates set out below. All Bonds have identical terms save as to issue and maturity dates. Security type - Asset-backed income bond Currency of Issue - GBP Time period of offer - Tranches 1-11 closed Dates of Issue - Tranche 1 1 st April 2008-50,000 Tranche 2 1 st April 2008-50,000 Tranche 3 1 st July 2008-50,000 Tranche 4 1 st October 2008-100,000 Tranche 5 1 st January 2009-150,000 Tranche 6 1 st April 2009-50,000 Tranche 7 1 st January 2009-50,000 Tranche 8 1 st April 2009-50,000 Tranche 9 1 st July 2009-111,000 Tranche 10 1 st July 2009-8,000 Tranche 11 1 st October 2009-430,000 Maturity Dates - Tranche 1 31 st March 2015 Tranche 2 31 st March 2015 Tranche 3 30 th June 2015 Tranche 4 30 th September 2015 Tranche 5 31 st December 2015 Tranche 6 31 st March 2016 12

Tranche 7 31 st December 2015 Tranche 8 31 st March 2016 Tranche 9 30 th June 2016 Tranche 10 30 th June 2016 Tranche 11 30 th September 2016 Return on Capital - 8.25% p.a. Minimum Subscription - GBP 2,000 Maximum Subscription - There is no maximum subscription Common Code - Tranche 1 38204912 Tranche 2 38204955 Tranche 3 38209493 Tranche 4 38209523 Tranche 5 38374575 Tranche 6 40119582 Tranche 7 40950885 Tranche 8 41492490 Tranche 9 41492856 Tranche 10 41493771 Tranche 11 42917036 ISIN - Tranche 1 XS0382049129 Tranche 2 XS0382049558 Tranche 3 XS0382094935 Tranche 4 XS0382095239 Tranche 5 XS0383745758 Tranche 6 XS0401195820 Tranche 7 XS0409508859 Tranche 8 XS0414924901 Tranche 9 XS0414928563 Tranche 10 XS0414937713 Tranche 11 XS0429170367 The Bonds do not constitute direct or indirect obligations of the Arranger or the Service Providers, or of any affiliate of any of them. 13

Underlying Assets and Use of Proceeds The net proceeds of the issue of all the tranches shown were GBP 1,094,000 when expenses of the issue of GBP5,000 are deducted from the proceeds of the issue. The proceeds of each tranche were transferred to the US Trust within thirty business days of the closing of the issue of each tranche. Each tranche closed seven days before the issue date of each tranche. The US Trust has informed the Fiduciary of the amount received. The Issuer has instructed the Provider to use the funds to purchase SLS which meet the eligibility criteria on the terms set out on page 26 of the Base Prospectus. The assets which will underlie the Bonds will be the cash which derives from the SLS which will be held in the Cash Entitlement Account, into which the proceeds of any maturing SLS will be transferred. The Provider will purchase the SLS within eight weeks of the receipt of funds from the Issuer upon the terms set out on page 26 of the Base Prospectus. The SLS so acquired must comply with the criteria set out on page 26 of the Base Prospectus. In order to monitor and maintain the sufficiency of the underlying assets within the pool of SLS acquired by the Provider on behalf of the Issuer, the Payment Administrator will issue six monthly reports to the Bondholders confirming that the Issuer has the Required Asset Cover to meet its obligations to Bondholders at any given time. Further details of the method by which the level of assets are monitored and maintained are set out on pages 22 and 23 of the Base Prospectus. As each new series of bonds is issued, additional SLS will be purchased as security for such further bonds. However, the assets of the Issuer will all be pooled such that bonds in each series issued pursuant to the programme described in the Base Prospectus will all be serviced from a single pool of assets. The underlying assets will be available to Bondholders in the order in which the bonds mature, unless there is an Event of Default (as defined on page 43 of the Base Prospectus), in which case the underlying assets will be available to bondholders in the order in which each series was issued. Save for the semi-annual certificate of compliance to be issued to Bondholders pursuant to Condition 17.4 of the terms and conditions of the Bonds contained in the Base Prospectus ( the Terms ), the Issuer does not intend to provide any post-issuance transaction information in relation to the Bonds. SLS by their nature do not have (except in limited circumstances) specific maturity dates which depend on the death of the policyholders. 14

TERMS & CONDITIONS OF THE BONDS Save as varied above under Summary, the Terms and Conditions of the Bonds are as set out on pages 34 to 48 (inclusive) of the Terms & Conditions. SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILST IN GLOBAL FORM Under the terms of an agreement dated 6 December 2007, ING Luxembourg S.A. ( ING ) have agreed to act as Global Asset Custodian and Paying Agent on behalf of the Issuer in relation to Bonds issued as temporary or permanent Global Notes. For the purposes of the Base Prospectus, ING shall be treated as a Service Provider and the Payment Administrator shall be authorised to deduct fees due to ING from subscriptions for Bonds. Temporary or permanent global notes will be issued by the Bond Registrar and be delivered by them to the common depositary. Thereafter, the Global Asset Custodian will ensure that Notes are assigned security numbers in respect of each tranche of this Series. The Global Asset Custodian shall also determine exchange dates for temporary global notes and shall, on that date, deliver the temporary note to the Bond Registrar in exchange for a permanent global note prepared by the Bond Registrar. The permanent global note shall then be deposited by the Custodian with the common depositary. After receipt of funds from the Issuer, the Paying Agent shall be responsible for making all payments due to be made by the Issuer in accordance with the terms of the Bonds as calculated by the Calculation Agent. The Paying Agent s and the Global Asset Custodian s appointments can be terminated by the Issuer on 45 days notice and by the Paying Agent or Global Asset Custodian on 90 days notice. Such terminations shall not take effect until the appointment of a new Paying Agent and Global Asset Custodian which, in each case, has a presence in a member state of the European Union. 15

GENERAL INFORMATION (1) The Issuer has obtained all necessary consents, approvals and authorisations (if any) which are necessary at the date of the Base Prospectus in connection with the issue and performance of the Bonds. The establishment of the Programme and the issue of the Base Prospectus were authorised by resolutions of the Board of Directors of the Issuer passed on 2 August 2007 and 10 November 2009 respectively. The issue of this Series Prospectus was approved by a resolution of the Board of Directors passed on 7 April 2010. (2) Since the date of incorporation, the Issuer has not been involved, and is not involved, in any government, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have, or have had since it since its incorporation, a significant effect on the Issuer s financial position. (3) Each registered note will bear the following legend: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code of 1986, as amended". (4) Bonds have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems. The Common Code and International Securities Identification Number (ISIN) numbers for the Bonds are set out in the section headed The Bonds above. (5) Copies of the following documents may be inspected in physical or electronic form (and in the case of (i) to ( vi ) below, will be available for collection free of charge) at the specified offices of the Irish Paying Agent and the Payment Administrator and at the registered offices of the Issuer during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the term of the Bonds: (i) the Memorandum and Articles of Association of the Issuer; (ii) the US Trust Agreement; (iii) the Base Prospectus; (iv) this Series Prospectus; (v) the Agency Agreement relating to each issue of Bonds and each document incorporated by reference into such Agency Agreement; (vi) the Agency Agreement between the Issuer, ING, the Bond Registrar and the Arranger; 16

(vii) all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of which is included or referred to in the Prospectus; (viii) the audited accounts of the Issuer for the periods ended 30 June 2006, 30 June 2007, 30 June 2008 and 30 June 2009; and (ix) such other documents (if any) as may be required by the rules of any stock exchange on which any Bond is at the relevant time listed. (6) The Issuer is a company incorporated under the laws of Luxembourg. No Director of the Issuer is a resident of the United States, and all or a substantial portion of the assets of the Issuer and such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Issuer or such persons or to enforce against any of them in the United States courts judgments obtained in the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. (7) So long as any of the Bonds are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will, unless it becomes subject to and complies with the reporting requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing requirements of Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of Bonds that are restricted securities, or to any prospective purchaser of Bonds that are restricted securities designated by a holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act. (8) No Gross-Up for Taxes Payments under the Bonds shall be made net of any deduction or withholding for taxes required by law. In the event that the Issuer was required to deduct or withhold taxes in respect of any payments under the Bonds, it would be required to make such deduction or withholding and remit the amount so deducted or withheld to the appropriate taxing authority. There is no "gross-up" provision in the Bonds requiring additional payments to be made in respect thereof in the event that any such deduction or withholding is imposed. As Irish tax legislation stands at the date of listing, no withholding tax is payable in respect of interest and principal. If the paying agent through which interest payments are to be made pursuant to the Bonds is located in Ireland, Irish Encashment tax may be required to be withheld at the standard rate (currently 20%) unless the Holders provide a declaration in the prescribed form to the Issuer. This declaration requires the Holder to declare that, at the time of the making of the declaration, the declarer (who must be the person beneficially entitled to the interest) is not resident for tax purposes in Ireland. The declaration also contains an undertaking that if the declarer becomes resident in Ireland that the declarer will notify the Issuer accordingly. If a non-irish paying agent is used, Irish Encashment tax does not arise. 17

(9) Since 30 June 2009, the date of the last audited financial statements, there has been no material adverse change in the financial position or prospects of the Issuer. (10) The published audited accounts are for the period to 30 th June 2009 and these along with the audited accounts for 2007 and 2008 are incorporated by reference. (11) The estimate of the total expenses related to the admission to trading of the Bonds is GBP 5,000. 18

REGISTERED OFFICE OF THE ISSUER 46A Avenue J.F. Kennedy L-1855 Luxembourg ARRANGER, CO-ORDINATOR AND PRIMARY DISTRIBUTOR Catalyst Investment Group Limited 125 Old Broad Street London EC2N 1AR PAYMENT ADMINISTRATOR AND BOND REGISTRAR Equity Trust Fund Services (Luxembourg) S.A. 46A Avenue J.F. Kennedy L-1855 Luxembourg BANK, CUSTODIAN AND PAYING AGENT ING Luxembourg S.A. 52, Route d Esch L-2965 Luxembourg IRISH PAYING AGENT AIB International Financial Services Ltd. AIB International Centre, I.F.S.C. Dublin 1 US TRUSTEE LaSalle National Trust Delaware 1201 North Orange Street Suite 1000 Wilmington Delaware DE 19801 USA US ASSET CUSTODIAN AND DISSEMINATION AGENT LaSalle National Association 135 South LaSalle Street Suite 1560 Chicago, IL 60603 19

AUDITORS PricewaterhouseCoopers Société à responsabilité limitée Réviseur d Entreprises 400, Route d Esch B.P. 1443 L-1014 Luxembourg LISTING AGENTS Goodbody Stockbrokers Ballsbridge Park, Ballsbridge, Dublin 4, Ireland LEGAL ADVISERS To the Issuer as to US law and tax: Locke Lord Bissell & Liddell LLP 885 Third Avenue, 26th Floor New York, NY 10022 To the Issuer as to English law: Stephenson Harwood One, St Paul s Churchyard London EC4M 8SH To the Issuer as to Irish law: Matheson Ormsby Prentice 70 Sir John Rogerson s Quay Dublin 2 Ireland 20