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The “Base Prospectus”) May Be Distributed Only to Investors Who Are Non-U.S IMPORTANT NOTICE THE BASE PROSPECTUS FOLLOWING THIS PAGE (THE “BASE PROSPECTUS”) MAY BE DISTRIBUTED ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS DEFINED BELOW) LOCATED OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the Base Prospectus and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Base Prospectus. In accessing the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from Globalworth Real Estate Investments Limited (the “Issuer”), or any of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc or UBS Limited (together, the “Arrangers”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE BASE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE BASE PROSPECTUS. Confirmation of your representation: In order to be eligible to view the Base Prospectus or make an investment decision with respect to the securities being offered, prospective investors must be non-U.S. persons (as defined in Regulation S located outside the United States. The Base Prospectus is being sent to you at your request, and by accessing the Base Prospectus you shall be deemed to have represented to the Issuer and the Arrangers that (1) you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S) and the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia and (2) you consent to delivery of the Base Prospectus by electronic transmission. You are reminded that the Base Prospectus has been delivered to you on the basis that you are a person into whose possession the Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Base Prospectus to any other person. The materials relating to any offering of securities do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that any such offering be made by a licensed broker or dealer, and the Arrangers or any affiliate of the Arrangers is a licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by the Arrangers or such affiliate on behalf of the Issuer in such jurisdiction. The Base Prospectus may only be distributed to, and is directed at persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on the Base Prospectus or any of its contents. The Base Prospectus has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or the Arrangers, any person who controls them or any director, officer, employee or agent of them or 72133.00001 affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Base Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Arrangers. PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the 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 (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 72133.00001 BASE PROSPECTUS Globalworth Real Estate Investments Limited (incorporated as a limited liability company under the laws of Guernsey, registration number 56250) €1,500,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme (the “Programme”) described in this Base Prospectus (the “Base Prospectus”), Globalworth Real Estate Investments Limited (the “Issuer” or the “Company”), subject to compliance with all relevant laws, regulation and directives, may from time to time issue medium term notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed €1,500,000,000 (or its equivalent in other currencies). This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (which includes the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). Such approval relates only to Notes which are to be admitted to trading on a regulated market for the purposes of the Directive 2014/65/EU (as amended, “MiFID II”) and/or which are to be offered to the public in any Member State of the European Economic Area (the “EEA”). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (“EU”) law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to the Official List (the “Official List”) and to trading on its regulated market, which is a regulated market for the purposes of MiFID II. This Base Prospectus constitutes a base prospectus for the purposes of Article 5 of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) (which implement the Prospectus Directive in Ireland) and has been prepared for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months from the date of its publication. Reference in this Base Prospectus to being listed (and all similar references) shall mean that the relevant Notes have been admitted to trading on the regulated market of Euronext Dublin. In addition, from time to time, the Company may apply to Bucharest Stock Exchange S.A. (the “Bucharest Stock Exchange”) for admission of any Tranche of Notes issued under this Programme to trading on the regulated market of the Bucharest Stock Exchange. There is no assurance that, if made, such application for admission of any of the Notes to trading on the regulated market of the Bucharest Stock Exchange will be accepted. The Programme also permits Notes to be issued on the basis that they will not be admitted to trading, listing and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation system as may be agreed by the Issuer. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes may only be offered outside the United States by the Dealers named under “Subscription and Sale” (the “Dealers”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
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