The Royal Bank of Scotland Plc Announces Results of Its Invitation to Offer to Exchange Certain Existing Canadian Dollar, U.S

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”), THE KINGDOM OF BAHRAIN, SAUDI ARABIA, LEBANON OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

8 March 2012

THE ROYAL BANK OF SCOTLAND PLC ANNOUNCES RESULTS OF ITS INVITATION TO OFFER TO EXCHANGE CERTAIN EXISTING CANADIAN DOLLAR, U.S. DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES AND PRICING RELATING TO THE NEW CANADIAN DOLLAR, U.S. DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES

Further to the announcement dated 28 February 2012 and in accordance with the Exchange Offer Memorandum of the same date (the “Exchange Offer Memorandum”), The Royal Bank of Scotland plc (the “Issuer”) hereby announces the results of the Exchange Offer to holders of the Existing Notes other than the Australian Dollar Existing Notes (as described in the announcement dated 28 February 2012).

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.

Exchange Offer Pricing and Results

Save in relation to the Australian Dollar Existing Notes which are expected to be the subject of a separate later announcement, the Issuer today announces that it has accepted Offers to Exchange pursuant to the Exchange Offer with a face value of approximately £2,613m equivalent. The pricing and results of the Exchange Offer are as follows:

ISIN Issuer Curr. Current Amount First Call Reset Maturity Exchange Exchange Aggregate Minimum Accrued Coupon Outstanding Date/ Coupon Date Price Ratio Principal Amount Denomination Interest (m) Reset Date of Series Per Accepted 100,000 Principal Amount* XS0180946906 The EUR 3 month €500 28 January N/A - 28 January 86.00% 0.861162 EUR273,449,000 €1,000 254.53 Royal EURIBOR 2011 Reset 2016 Bank of +85 bps Date Scotland already plc occurred XS0259579547 The EUR 3 month €500 30 January N/A - 30 January 82.50% 0.826115 EUR397,550,000 €50,000 241.76 Royal EURIBOR 2012 Reset 2017 Bank of +75 bps Date Scotland already plc occurred XS0223318501 The USD 3 month U.S.$750 29 N/A - 29 86.00% 0.863705 USD428,000,000 U.S.$100,000 285.08 Royal U.S.$ September Reset September Bank of LIBOR +74 2010 Date 2015 Scotland bps already plc occurred XS0250214797 The USD 3 month U.S.$1,500 11 April N/A - 11 April 83.50% 0.838597 USD814,264,000 U.S.$100,000 231.20 Royal U.S$. 2011 Reset 2016 Bank of LIBOR +70 Date Scotland bps already plc occurred XS0202629407 The USD 3 month U.S.$500 14 October N/A - 14 October 83.00% 0.833576 USD270,690,000 U.S.$1,000 221.50 Royal U.S.$ 2011 Reset 2016 Bank of LIBOR +78 Date Scotland bps already plc occurred XS0302127625 The USD 3 month U.S.$1,500 29 August 3 month 29 August 81.00% 0.813489 USD1,050,000,000 U.S.$100,000 30.63 Royal U.S.$ 2012 U.S.$ 2017 Bank of LIBOR +20 LIBOR Scotland bps +70 bps plc CA78010XAA96 The CAD 3 month C$700 30 March N/A – 30 March 87.00% 0.870000 CAD483,047,000 C$5,000 422.07 Royal CAD-BA- 2010 Reset 2015 Bank of CDOR +72 Date Scotland bps already plc occurred CH0027811691 The CHF 275 bps CHF200 4 3 month 4 75.00% 0.751819 CHF165,560,000 CHF5,000 779.17 Royal December CHF December Bank of 2012 LIBOR + 2017 Scotland 62 bps plc *The Accrued Interest figures have been provided for illustrative purposes only and are based on holdings of 100,000 in principal amount in the relevant currency. Holders should adjust these figures to determine the amount of Accrued Interest due on their specific holdings, noting (i) that the only rounding will be to the nearest 0.01 per position and (ii) that in some of the series of the Existing Notes, the minimum denomination and therefore actual holdings may be less than 100,000 in principal amount in the relevant currency. Assumes a Settlement Date of 16 March 2012.

All Offers to Exchange Canadian Dollar Existing Notes, U.S. Dollar Existing Notes, Euro Existing Notes and Swiss Franc Existing Notes validly submitted to the relevant Exchange Agent by the Expiration Time are accepted in full.

In relation to the pricing of the Australian Dollar New Notes and as described in the Exchange Offer Memorandum, the Issuer expects an announcement to be published on a Notifying News Service as soon as reasonably practicable after the Pricing Time of the Australian Dollar New Notes and to make an announcement via RNS at or around 7am London time on Friday 9 March 2012. Holders whose Offers to Exchange are accepted will receive relevant New Notes in an amount (rounded down to the nearest C$1,000, €1,000, CHF1,000 or U.S.$1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio (as set out in the table above), subject to the requirement for each Holder to have Offered to Exchange at least the relevant Minimum Existing Holding. Each such Holder will also be entitled to receive an Accrued Interest Payment (as indicated in the table and footnote above) and any Cash Rounding Amount (if applicable).

Holders whose Existing Notes Offered for Exchange were not accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions.

Pricing of the New Notes and New Issue Amounts

The aggregate principal amount of each series of New Notes to be issued by the Issuer pursuant to the Exchange Offer in exchange for the relevant Series of Existing Notes, and the pricing details thereof, are as follows:

Issuer Curr. New Mid- New New New Call Date/ New Notes Reset Maturity New Issue Amount ISIN Notes Swap Notes Notes Notes Optional Coupon Date* Spread Rate Initial Price Yield Redemption Coupon Date* The Royal EUR 9.00% 1.536% 10.500% 99.865% 10.536% 16 March The sum of 16 €563,801,000 XS0753308807 Bank of 2017 (i) 9.00% (being the March Scotland Euro New Notes Spread) 2022 plc and (ii) a reset 5 Year Mid- Swap Rate, expressed on an annualised basis The Royal USD 8.50% 1.110% 9.500% 99.571% 9.610% 16 March The sum of 16 U.S.$2,132,059,000 XS0753308559 Bank of 2017 (i) 8.50% (being the U.S. March Scotland Dollar New Notes 2022 plc Spread) and (ii) a reset 5 Year Mid- Swap Rate

2 The Royal CAD 8.75% 1.750% 10.500% 100.00% 10.500% 16 March The sum of 16 C$420,199,000 CA78010XAL51 Bank of 2017 (i) 8.75% (being the March Scotland Canadian Dollar New 2022 plc Notes Spread) and (ii) a reset 5 Year Mid-Swap Rate The Royal CHF 9.00% 0.438% 9.375% 99.758% 9.438% 16 March The sum of 16 CHF124,452,000 CH0180006097 Bank of 2017 (i) 9.00% (being the March Scotland Swiss Franc New Notes 2022 plc Spread) and (ii) a reset 5 Year Mid- Swap Rate, expressed on an annualised basis * Assuming a Settlement Date of 16 March 2012.

Save in relation to the Australian Dollar Existing Notes, the expected Settlement Date of the Exchange Offer is 16 March 2012.

Applications will be made for the New Notes to be: (a) in the case of New Notes other than the Swiss Franc New Notes, admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s Regulated Market; and (b) in the case of the Swiss Franc New Notes, admitted to the Standard for Bonds of the SIX Swiss Exchange, in each case pursuant to the Issuer’s EMTN Programme and (other than in the case of the Swiss Franc New Notes) the Drawdown Prospectus and (with respect to the Swiss Franc New Notes) the Swiss Listing Prospectus. The New Notes (other than the Swiss Franc New Notes) will be admitted to trading with effect from (or shortly following) the Settlement Date. The Swiss Franc New Notes will be provisionally admitted to trading with effect from (or shortly following) the Settlement Date, with application for definitive listing to be made as soon as practicable thereafter. The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 28 February 2012.

The Exchange Offer was not made in the United States or to any U.S. person, nor in the Kingdom of Bahrain, Saudi Arabia or Lebanon, and was also restricted in other jurisdictions, as more fully described in the Exchange Offer Memorandum.

Requests for information in relation to the settlement of the Exchange Offer should be directed to the relevant Exchange Agent at the contact details for the relevant Exchange Agent listed below:

EXCHANGE AGENTS Lead Exchange Agent in relation to Existing Notes

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: Sunjeeve Patel/ David Shilson email: [email protected]

Canadian Exchange Agent in relation to Canadian Dollar Swiss Exchange Agent in relation to Swiss Franc Existing Existing Notes Notes Equity Financial Trust Company UBS AG 200 University Ave, Suite 400 Bahnhofstrasse 45 Toronto, Ontario CH-8001 Zurich, Switzerland

3 M5H 4H1 Attention: OY79 (Corporate Actions) Canada Tel: +41 44 235 64 26 Tel: +1 416 361 0930 Fax: +41 44 236 10 55 email: mara.dimattiapicinelli@ Fax:+1 416 361 0470 ubs.com email: [email protected]

DEALER MANAGER AND STRUCTURING ADVISOR

The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom

In Europe Tel: +44 20 7085 8056/+44 20 7085 9972 Attention: Andrew Burton/Fiona Muntz email: [email protected]

In Australia Tel: +61 2 8259 5551 Attention: Peter Dalton email: [email protected]

DEALER MANAGERS

In Europe In Europe J.P. Morgan Securities Ltd. BNP Paribas 10 Harewood Avenue 125 London Wall London London NW1 6AA EC2Y 5AJ United Kingdom United Kingdom Tel: +44 20 7595 8668 Tel: +44 20 7779 2468/ +44 20 7325 4851 Attention: Liability Management Group Attention: FIG Syndicate/Liability Management email: [email protected] email: [email protected]/ [email protected] In Canada

BNP Paribas (Canada) Securities Inc. 1981, McGill College Avenue In Australia Suite 300 J.P. Morgan Australia Ltd. Montreal (ABN 52 002 888 011/AFSL No. 238188) QC H3A 2W8 Tel: +61 2 9220 1594 Canada Attention: Stuart Raynes Tel: +1 514 285 6095 email: [email protected] Fax: +1 514 285 7517 Attention: Dany Blanchette email: [email protected]

In Australia BNP Paribas, Sydney Branch 60, Castlereagh Street Sydney NSW 2000 Australia Tel: +61 2 9619 6372

4 DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain and incorporate by reference important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to Offer to Exchange Existing Notes in the Exchange Offer. None of the Dealer Managers, the Exchange Agents or the Issuer (or their respective directors, employees or affiliates) makes any recommendation as to whether Holders should offer Existing Notes for exchange pursuant to the Exchange Offer.

OFFER RESTRICTIONS

No offer or invitation to acquire or sell securities is being made pursuant to this announcement. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer Memorandum come are required by each of the Issuer, the Dealer Managers and the Exchange Agents to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agents that would constitute a public offering of the New Notes other than the preparation of the Exchange Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for the purposes of making the Exchange Offer in Switzerland. The Exchange Offer comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as Holders must Offer to Exchange at least the relevant Minimum Existing Holding and this announcement and the Exchange Offer Memorandum are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Directive (as defined below).

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Notes cannot be Offered for Exchange by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a U.S. person, a resident of the United States or from the United States or from any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.

Neither this announcement nor the Exchange Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer, and neither this announcement nor the Exchange Offer Memorandum may be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Notes participating in the Exchange Offer will represent that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the Exchange Offer from the United States nor is it a U.S. person or an agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person.

European Economic Area

In any European Economic Area (the “EEA”) Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), this announcement and the Exchange Offer Memorandum are only addressed to and are only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This announcement and the Exchange Offer Memorandum have been prepared on the basis that any offer of New Notes in any Member State of the EEA, which has implemented the Prospectus Directive (each, a “Relevant Member State”) will

5 be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of New Notes. Accordingly, any person making or intending to make any offer within the EEA of New Notes which are the subject of the offer contemplated in this announcement or the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Issuer or the Dealer Managers to produce a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to and in accordance with Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer Managers have authorised, nor do they authorise, the making of any offer (i) of any New Notes in circumstances in which an obligation arises for the Issuer or the Dealer Managers to publish or supplement a prospectus for such offers; or (ii) of New Notes through any financial intermediary.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any New Notes under the offer contemplated in this announcement and the Exchange Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Issuer that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of any New Notes acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, (i) the New Notes acquired by it in the offers have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Dealer Managers has been given to the offer or resale; or (ii) where the New Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Notes to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an “offer” in relation to any New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the “Australian Corporations Act”)) in relation to the Exchange Offer or any Existing Notes or New Notes has been, or will be, lodged with the Australian Securities and Investments Commission (“ASIC”) and neither this announcement nor the Exchange Offer Memorandum comply with either Part 6D.2 or Part 7.9 of the Australian Corporations Act. Accordingly:

(a) no offers or applications are being, or will be, made or invited for the purchase or subscription of the New Notes in Australia (including an offer or invitation which is received by a person in Australia); and

(b) none of this announcement, the Exchange Offer Memorandum and any other offering material or advertisement relating to the New Notes is being, or will be, distributed or published in Australia,

unless:

(i) the aggregate principal amount Offered for Exchange by each offeree is at least A$500,000 (or its equivalent in an alternative currency and disregarding monies lent by the Issuer or its associates) or the offer or invitation does not otherwise require disclosure to investors under Part 6D.2 or Part 7.9 of the Australian Corporations Act;

(ii) the offer or invitation does not constitute an offer to a “retail client” for the purposes of section 761G of the Australian Corporations Act;

(iii) such action complies with any other applicable laws, regulations and directives in Australia; and

(iv) such action does not require any document to be lodged with ASIC.

Each person who accesses or views this announcement or the Exchange Offer Memorandum will be deemed to have represented to the Issuer and the Dealer Managers that it is not located or resident in Australia or, if it is located or resident in Australia, it is a professional investor as defined in section 9 of the Australian Corporations Act or a wholesale client as defined in section 761G of the Australian Corporations Act or otherwise a person to whom an offer may be made without disclosure under Part 6D.2 or Part 7.9 of the Australian Corporations Act.

6 Canada

This announcement and the Exchange Offer Memorandum are not, and under no circumstances are they to be construed as, an advertisement or a public offering of the securities referred to herein or therein in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this announcement or the Exchange Offer Memorandum or the merits of the securities described herein or therein and any representation to the contrary is an offence.

Any distribution of the New Notes in Canada is being made on a private placement basis only and is exempt from the requirement that the Issuer prepare and file a prospectus with the relevant Canadian securities regulatory authorities. The Issuer currently does not intend to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of any New Notes to the public in any province or territory of Canada. Accordingly, any resale of such securities must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions therefrom; these resale restrictions may in some circumstances apply to resales outside of Canada. Canadian holders of New Notes are advised to seek legal advice prior to any resale of such securities.

Each Canadian Holder who Offers to Exchange any or all its Existing Notes for New Notes, by making such Offer to Exchange, represents and warrants to and agrees with the Issuer and the Dealer Managers that:

(d) where required by law, it is acting as principal, or is deemed to be acting as principal in accordance with applicable securities laws of the Province or Territory in which it is resident, for its own account and not as agent for the benefit of another person;

(e) it, or any Beneficial Owner for which it is acting as agent, is entitled under applicable Canadian securities laws to exchange its Existing Notes for New Notes without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing, is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”), and is not a person created or used solely to purchase or hold the New Notes as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106;

(f) any trade (including an Offer to Exchange) in the Existing Notes or the New Notes is through a dealer that is appropriately registered in the relevant Canadian jurisdiction or pursuant to an exemption from the dealer registration requirements under applicable Canadian securities laws;

(g) it has been notified that the Issuer may be required to provide certain personal information pertaining to each Beneficial Owner as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including each Beneficial Owner’s name, address, telephone number and the principal amount of Canadian Dollar New Notes for which Canadian Dollar Existing Notes are being offered), which Form 45-106F1 is required to be filed by the Issuer under NI 45-106 in respect of the New Notes and it will provide the Canadian Exchange Agent with all such required information pertaining to it or any ultimate Beneficial Owner for which it is acting as agent; and

(h) it acknowledges that its name, address telephone number and other specified information may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By making an Offer to Exchange any or all of its Existing Notes, each Canadian Holder of Existing Notes consents to the disclosure of such information and; it further acknowledges that (i) such personal information may be delivered to the Ontario Securities Commission (the “OSC”) in accordance with NI 45-106; (ii) such personal information is collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario; (iii) such personal information is collected for the purposes of the administration and enforcement of the securities legislation of Ontario; (iv) the public official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, telephone: (416) 593-3684, and each such Beneficial Owner has authorised the indirect collection of the personal information by the Canadian securities regulatory authorities.

Italy

None of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations, and therefore the Exchange Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public

7 purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of 24 February 1998, as amended (the “Financial Services Act”).

Any holder or beneficial owner of the Existing Notes located in Italy can participate in the Exchange Offer only if it is a qualified investor (investitore qualificato), as defined pursuant to Article 100, paragraph 1, letter (a) of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Consob Regulation (each, an “Eligible Italian Investor”). Accordingly, holders or beneficial owners of the Existing Notes located in Italy that do not qualify as Eligible Italian Investors may not participate in the Exchange Offer and none of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer may be distributed or otherwise made available to them as part of the Exchange Offer.

Eligible Italian Investors can offer to exchange the Existing Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 384 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-ả-vis its clients in respect of the Existing Notes under the Exchange Offer.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer has not been approved by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only directed at and may be communicated to (1) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) being persons having professional experience in matters relating to investments (and any persons who do not have professional experience in matters relating to investments should not rely on such documents and/or materials) or other persons within Article 43 of the Order, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

None of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (“Autorité des services et marchés financiers/Autoriteit financiële diensten en markten”) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and none of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Exchange Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Exchange Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Exchange Offer Memorandum and any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. This announcement and the Exchange Offer Memorandum have not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

8 Switzerland

The contents of this announcement and the Exchange Offer Memorandum have not been reviewed by any regulatory authority in Switzerland. Holders of Existing Notes are advised to exercise caution in relation to the Exchange Offer. If the Holder of an Existing Note is in any doubt about any of the contents of this announcement or the Exchange Offer Memorandum, they should obtain independent professional advice. The New Notes do not constitute any Collective Investment Schemes Unit in the meaning of the Swiss Federal Act on Collective Investment Schemes (the “CISA”). Accordingly, holders of the New Notes do not benefit from the investor protection under the CISA or the approval or supervision by the Swiss Financial Market Supervisory Authority (the “FINMA”). Investors are exposed to the credit risk of the Issuer. The Exchange Offer Memorandum is an issue prospectus as that term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations but not a simplified prospectus according to Article 5 paragraph 4 of the CISA. Holders should note that Chapter 5 of the Federal Act on Stock Exchanges and Securities Trading and the Ordinance of the Takeover Board on Public Takeover Offers are not applicable to the Exchange Offer.

To ensure compliance with the Swiss Federal Code of Obligations and all other applicable laws and regulations of Switzerland, only the Exchange Offer Memorandum and the documents deemed incorporated by reference in the Exchange Offer Memorandum may be used in the context of any invitation to Holders to Offer to Exchange their Existing Notes for New Notes pursuant to the Exchange Offer or any offer of the New Notes for sale or otherwise in or into Switzerland.

The Netherlands

No offer, or solicitation of any offer, of New Notes is or will be made, and this announcement and the Exchange Offer Memorandum may not be distributed or circulated, in The Netherlands other than to individuals or legal entities who or which are qualified investors (gekwalificeerde beleggers) as defined in article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Cyprus

No offer of the New Notes will be made to the public in Cyprus and this announcement and the Exchange Offer Memorandum may not be distributed or circulated in Cyprus other than to qualified investors as defined in section 4(3)(a) of the Cyprus Public Prospectus Law, Law 114(I)/2005 (the “Cyprus Public Prospectus Law”) or any other person to whom the New Notes can be offered in accordance with section 4(3) of the Cyprus Public Prospectus Law.

Israel

No action has been, or will be, taken in Israel that would permit an offering of New Notes, or an invitation to participate in the Exchange Offer, to the public in Israel. This announcement, the Exchange Offer Memorandum and related documents do not constitute, and under no circumstances are they to be construed as, a prospectus within the meaning of the Israeli Securities Law, 1968 (the "Israeli Securities Law"), and they have not been reviewed or approved by the Israeli Securities Authority or by the Tel Aviv Stock Exchange. A prospectus has not been prepared or filed, and will not be prepared or filed, with the Israeli Securities Authority in connection with the Exchange Offer.

This announcement, the Exchange Offer Memorandum and any related documents do not constitute, and under no circumstances are they to be construed as, an offer or sale of New Notes or as an invitation to participate in the Exchange Offer to the general Public in the State of Israel, as such terms are defined in the Israeli Securities Law.

The Existing Notes were not offered to the public in Israel through a prospectus and the Existing Notes and the New Notes are not and shall not be traded or listed for trade following the Exchange Offer on the Tel Aviv Stock Exchange.

None of this announcement, the Exchange Offer Memorandum and any related documents may be reproduced or used for any other purpose, nor shall they be furnished to any other person other than those to whom copies have been sent by the Issuer and/or its authorised representatives. Any person who Offers to Exchange securities under the Exchange Offer is doing so on its own behalf, benefit and account and not with the aim or intention of distributing, selling, or offering such securities to other parties or inviting other parties to participate in the Exchange Offer. Nothing in this announcement, the Exchange Offer Memorandum and any related documents shall be considered as the rendering of Investment Advice, Investment Marketing or an offer to render Investment Advice or Investment Marketing Services, as such terms are defined under the Israeli Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 5755 – 1995 (the “Israeli Investment Advice Law”). Neither the Issuer nor any of its authorised representatives are licensed under the Israeli Investment Advice Law to render Investment Advice or Investment Marketing Services nor have they obtained insurance covering such activities.

People’s Republic of China

Neither this announcement nor the Exchange Offer Memorandum will be distributed in, and the New Notes are not being offered and may not be offered in the People’s Republic of China (as used in the Exchange Offer Memorandum, not

9 including Hong Kong and Macau Special Administrative Regions and Taiwan) (the “PRC”), except to the extent permitted by applicable laws and regulations in the PRC.

The Issuer does not represent that this announcement or the Exchange Offer Memorandum may be lawfully distributed, or that any New Notes may be lawfully offered, in compliance with any applicable registration or other requirements in the PRC, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which would permit a public offering of New Notes or distribution of this document in the PRC. Accordingly, the New Notes are not being offered or sold within the PRC by means of this announcement, the Exchange Offer Memorandum or any other document. None of this announcement, the Exchange Offer Memorandum and any advertisement or other offering material relating to the Exchange Offer may be distributed or published in the PRC, except under circumstances that will result in compliance with all applicable laws and regulations in the PRC.

Spain

None of this announcement, the Exchange Offer or the Exchange Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005 of 4 November 2005. Accordingly neither this announcement nor the Exchange Offer Memorandum have been submitted for approval and have not been approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) or any other Spanish public authority.

Hong Kong

WARNING: Neither the contents of this announcement nor the Exchange Offer Memorandum have been reviewed by any regulatory authority in Hong Kong. Holders of Existing Notes are advised to exercise caution in relation to the Exchange Offer. If a Holder of Existing Notes is in any doubt about any of the contents of this announcement or the Exchange Offer Memorandum, it should obtain independent professional advice. Please note that (i) the Exchange Offer is not being made in Hong Kong by means of this announcement or the Exchange Offer Memorandum or any other document other than to (a) professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and any rules made thereunder (“professional investors”), or (b) in other circumstances which do not result in this announcement or the Exchange Offer Memorandum being a ‘‘prospectus’’ as defined in the Companies Ordinance (Cap. 32) of Hong Kong (“CO”) and which do not constitute an offer or invitation to the public for the purposes of the CO, and (ii) no person has issued or possessed for the purposes of issue, or shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to New Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to those New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to such professional investors.

Germany

German Holders should note that the Exchange Offer is made based on the exemption provided for in Section 3 paragraph 2 sentence 1 no. 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz, WpPG). Accordingly, none of this announcement, the Exchange Offer Memorandum and any other document in connection with the Exchange Offer or the New Notes is a prospectus (Wertpapierprospekt) within the meaning of the German Securities Prospectus Act (WpPG) or has been filed with or approved by the German Federal Financial Supervisory Authority (BaFin).

Portugal

The Exchange Offer does not constitute a public offer in Portugal and is addressed exclusively to qualified investors, as defined under the terms of Article 30º of the Portuguese Securities Code (“Portuguese Qualified Investors”). The Exchange Offer has not been registered as a public exchange offer with the Portuguese Securities Market Commission (the “CMVM”) and none of this announcement, the Exchange Offer Memorandum and any materials relating to the Exchange Offer have been or will be subject to the approval of the CMVM. The Exchange Offer may not be made in Portugal by way of a public offering and only Portuguese Qualified Investors are eligible to Offer to Exchange Existing Notes. Accordingly, the Exchange Offer may not be advertised, and neither this announcement nor the Exchange Offer Memorandum may be distributed, directly or indirectly, to any person in Portugal other than to Portuguese Qualified Investors and exclusively for the purpose of the Exchange Offer.

The Kingdom of Bahrain, Saudi Arabia and Lebanon

Neither this announcement nor the Exchange Offer Memorandum will be distributed in, and the New Notes are not being offered, and may not be offered, in the Kingdom of Bahrain, Saudi Arabia or Lebanon.

10 General

The Dealer Managers, the Trustee and the Exchange Agents (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer. Each Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers, the Trustee or the Exchange Agents makes any recommendation as to whether or not Holders should participate in the Exchange Offer or refrain from taking any action in the Exchange Offer with respect to any such Holder’s Existing Notes and none of them has authorised any person to make any such recommendation.

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities or other laws require the Exchange Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Issuer by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. In addition to the representations referred to above in respect of the EEA, Australia, the United States, and Canada, each Holder of Existing Notes participating in the Exchange Offer will also be deemed to give certain representations as set out in the Exchange Offer Memorandum in “Terms of the Exchange Offer – 8. Acknowledgements, Representations, Warranties and Undertakings”. Any Holder that is unable to make these representations and wishes to participate in the Exchange Offer should contact the Dealer Managers immediately.