New Flag Prospectus
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Putnam New Flag Euro High Yield Fund plc Prospectus 7 July, 2009 INVESTMENT MANAGER PUTNAM INVESTMENTS LIMITED REGULATED BY THE FINANCIAL SERVICES AUTHORITY OF THE UNITED KINGDOM The Directors of the Company whose names appear under the section headed “Directory” accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information. (An investment company with variable capital constituted as an umbrella fund under the laws of Ireland and authorised by the Irish Financial Services Regulatory Authority pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003, as amended) PUTNAM NEW FLAG EURO HIGH YIELD FUND PLC (the “Company”) FIRST ADDENDUM DATED 8 DECEMBER 2010 (the “Addendum”) This Addendum forms part of and should be read in the context of and in conjunction with the Prospectus dated 7 July 2009 in relation to the Company (the “Prospectus”) and the Supplement dated 7 July 2009 for the Putnam New Flag Euro High Yield Fund (the “Supplement”). All capitalised terms herein contained shall have the same meaning in this Addendum as in the Prospectus unless otherwise indicated. All information contained in the Prospectus and Supplement is deemed to be incorporated herein. The directors of the Company (the “Directors”) accept responsibility for the information contained in this Addendum. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Prospectus and this Addendum is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Prospective investors should not construe the contents of this document as legal, investment, tax or other advice. Each prospective investor must rely upon his or her own representatives, including his or her own legal counsel and accountants, as to legal, economic, tax and related aspects of the investment described herein and as to its suitability for such investor. The Directors wish to advise Shareholders and prospective investors of the following changes to the Prospectus and Supplement (where relevant): (a) Amendment to the Address of the Custodian and Administrator All references in the Prospectus to the address of the Custodian and Administrator shall be deleted and replaced with the following: “78 Sir John Rogerson’s Quay, Dublin 2, Ireland.” (b) Amendment to references to the Irish Financial Services Regulatory Authority All references in the Prospectus to “the Irish Financial Services Regulatory Authority” and/or “the Financial Regulator” shall be deleted and replaced with “the Central Bank”. (c) Amendment to the Prospectus section entitled “Directory – Directors” The section of the Prospectus entitled “Directory – Directors” shall be amended by deleting Christopher C. Thompson as a director of the Company and adding Keith E. Thomas to the list of Directors. (d) Amendment to the Prospectus section entitled “Definitions” The definition of the Financial Regulator shall be deleted in its entirety and replaced with the following: “Central Bank means the Central Bank of Ireland, the body responsible for both central banking and financial regulation in the Republic of Ireland pursuant to the Central Bank Reform Act, 2010 and which replaced on 1 October 2010 the previous related entities being (i) the Central Bank and the Financial Services Authority of Ireland and (ii) the Irish Financial Services Regulatory Authority.” (e) Amendment to the Prospectus section entitled “Management and Administration – The Directors and Secretary” The section headed “Management and Administration – The Directors and Secretary” shall be amended by deleting the names and the biographies of the Directors and replacing them with the following: “DAVID DILLON (IRELAND) David Dillon is an Irish citizen and was admitted to practice as a solicitor in 1978. He is a graduate of University College Dublin where he read law and has an MBA from Trinity College Dublin. David Dillon is a founding partner and a senior partner of Dillon Eustace where he works principally in the areas of corporate finance, financial services and banking. He worked with the international law firm of Hamada & Matsumoto in Tokyo during 1983/1984. He speaks regularly at the International Bar Association and other international fora. He is also a director of a number of Irish based investment and management companies. He is a member of a number of committees and sub-committees established by the Irish Law Society relating to commercial law and financial services. He is co-chair of the Investment Funds Committee (Committee I) of the International Bar Association. He is a past chairman of the government’s IFSC Funds Working Group and was an ex officio member of the Clearing House Group of the International Financial Services Centre. F. PETER FERRELLI (UNITED STATES) Peter Ferrelli is a United States citizen and a Managing Director, Director of Global Institutional Client Service of Putnam Investments. In this role, he is responsible for the development and management of all client service and reporting for Putnam’s institutional clients worldwide. Mr. Ferrelli has diverse operations, custody, and investor servicing experience having previously held several management positions in global institutional and retail areas of shareholder and advisor servicing, U.S. retirement operations, offshore funds, and custody services within Putnam’s U.S. retail mutual fund business. Mr. Ferrelli joined Putnam in 1986 and has over 24 years of experience in the investment industry. He holds a BS degree in business administration from Plymouth State University. JOSEPH T. PHOENIX (UNITED STATES) Joseph Phoenix is a United States citizen and Managing Director, Head of Global Institutional Management at Putnam Investments. In this role, he is responsible for directing all marketing and distribution efforts for Putnam’s global institutional business. Prior to this role, Mr. Phoenix held various positions since joining Putnam in 1989. He began his Putnam career as a wholesaler for eight years and was Putnam New Flag Euro High Yield Fund Plc – Addendum 1 named Senior Vice President and Eastern Division Sales Manager, Financial Institutions Division and was then promoted to Managing Director, Regional Director, Central Region. In 2006, he assumed the role as Head of European Distribution and was responsible for directing European distribution efforts from London. His responsibilities included sales force management, marketing, and advertising development and developing overall European distribution strategy. Mr. Phoenix joined Putnam in 1989 and has 25 years of experience in the investment industry. He holds an MBA from Northwestern University and a BA from Washington & Lee University. KEITH E. THOMAS (UNITED KINGDOM) Keith Thomas is a British citizen and a Senior Vice President, Director of UK Institutional Business for Putnam Investments. In this role, he is responsible for directing Putnam’s institutional distribution efforts throughout the United Kingdom. Mr. Thomas joined Putnam in 2006. Prior to joining Putnam, Mr. Thomas held investment related institutional and defined contribution positions in the United Kingdom. He has 22 years of investment industry experience. WYNDHAM WILLIAMS (IRELAND) Wyndham Williams is an Irish citizen and is an experienced senior banking executive with widespread international and domestic expertise in corporate banking and general management. A Fellow of the Institute of Bankers in Ireland he has been involved in the Banking and Financial Services industry since 1959. In 1973 Mr. Williams opened the first U.S. office of AIB Bank in New York. In 1977 he was appointed Senior Vice President in charge of AIB’s International Corporate Division to develop AIB’s corporate strategy to multinational corporations establishing in Ireland. In 1991 he was appointed Regional Director of AIB Dublin Metropolitan Region. In 1995 he was appointed Managing Director of AIB Home Mortgages and Director of AIB Commercial Services Limited. Mr. Williams holds a B.A. (Hons) and M.Sc. (Mgt) from Trinity College Dublin.” (f) Amendment to the Prospectus section entitled “The Company – The Share Capital” The third and fourth paragraphs under the section “The Company – The Share Capital” shall be amended by the deletion of any reference to Christopher C. Thompson. (g) Amendment to the Prospectus section entitled “Important Information for Austrian Investors” – All references to the “Austrian Financial Market Authority” shall be deleted and replaced with “Austrian Financial Market Supervisory Authority”. – All references to “Ministry of Finance” shall be deleted and replaced with “Osterreichische Kontrollbank”. – The first sentence of the second paragraph under the heading “Taxation” shall be deleted in its entirety and replaced with the following: “Investors should note that the Company has appointed PWC PricewaterhouseCoopers Wirtschaftsprüfungs- und Steuerberatung GmbH, Erdbergstraße 200, 1030 Vienna, Austria as its fiscal representative in accordance with §42 together with §40 (2) item 2 InvFG 1993.” Dated: 8 December, 2010 264234 12/10 PUTNAM