receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Securities, subject to the issue of the New Securities and the selling restrictions that will be contained in the Information Memorandum relating to the New Securities. See "Allocation of the New Securities" below. Securities repurchased by the Offeror pursuant to the Offer will be cancelled following the Settlement Date.

Purchase Price and Accrued Interest Payments

The Offeror will, on the Settlement Date, pay for Securities validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price equal to 99.25 per cent. of the principal amount of such Securities (€992.50 for each €1,000 in principal amount of the Securities) (the “Purchase Price”).

The Offeror will also pay an Accrued Interest Payment in respect of Securities accepted for purchase by it pursuant to the Offer.

In the event of any
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