Level: 1 – From: 1 – Monday, November 20, 2006 – 3:27 pm – g5mac4 – 3501 Intro : 3501 Intro Listing Prospectus €40,000,000 Syz Fiduciary Certificates Issued on a fiduciary basis by J.P. Morgan Bank Luxembourg S.A. (incorporated as a public limited liability company (société anonyme / Aktiengesellschaft) incorporated under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B-10.958) For the purposes of subscribing for 40,000 Participation Securities in Banque Syz & Co SA and 40,000 Non-voting Preferred Securities in Syz & Co Finance Limited, a wholly-owned subsidiary of Banque Syz & Co SA Issue price: 100% The Syz Fiduciary Certificates are issued on a fiduciary basis by J.P. Morgan Bank Luxembourg S.A., a bank licensed in Luxembourg and incorporated as a public limited liability company (société anonyme / Aktiengesellschaft) under the laws of the Grand Duchy of Luxembourg (the “Fiduciary”). The Syz Fiduciary Certificates are divided into certificates (the “Certificates” and each a “Certificate”) in registered form in the nominal amount of €1,000 each. All references in this Listing Prospectus to the Certificates being issued by the Fiduciary shall be understood to mean that the Certificates are being issued by the Fiduciary on a fiduciary basis. With the proceeds of the issue of the Certificates, the Fiduciary will, in its own name, on a fiduciary basis, but at the sole risk and for the exclusive benefit of the holders of the Certificates (the “Certificateholders” and each a “Certificateholder”), acquire 40,000 non-voting fully paid registered participation certificates (Bons de participation / Partizipationsscheine) of class A with a nominal value of CHF25 each (the “Participation Securities” and each a “Participation Security”) issued by Banque Syz & Co SA (the “Bank”) and 40,000 no-par value non-voting preference shares in the paid-up amount of €0.01 each (the “Preferred Securities” and each a “Preferred Security”) issued by Syz & Co Finance Limited (“Syz Finance”), a wholly-owned subsidiary of the Bank. Each Certificate evidences the existence of a fiduciary contract governed by the Luxembourg law dated 27 July 2003 relating to trust and fiduciary contracts (the “Trust and Fiduciary Contracts Law 2003”) between the holder thereof and the Fiduciary. The Fiduciary is only obliged to make payment to the Certificateholders when, as, if, and to the extent that, it receives payment under the Participation Securities and the Preferred Securities. The Certificates do not constitute direct debt obligations of the Fiduciary. By subscribing to, or acquiring, the Certificates, the Certificateholders shall be deemed to have acknowledged and agreed that the Fiduciary’s payment obligations under the Certificates are conditional upon the due performance by the Bank and Syz Finance of their obligations under the Participation Securities and the Preferred Securities respectively. Subject as provided above, non-principal distributions (“Non-Principal Distributions”) will be paid on 29 June in each year, commencing on 29 June 2007. See “Terms and Conditions of the Certificates – Non-Principal Distributions”. The Certificates shall be redeemed, in whole but not in part, by the Fiduciary at any time following the purchase by the Bank, Financière Syz & Co SA (“Financière Syz”) or a person or entity designated by the Bank (a “Permitted Transferee”) of all of the Participation Securities and the redemption by Syz Finance of the Preferred Securities. Upon the occurrence of such purchase of the Participation Securities and the redemption of the Preferred Securities triggered thereby, each Certificateholder will receive a pro rata share of the amounts received by the Fiduciary in respect of the purchase of the Participation Securities and the redemption of the Preferred Securities. The Certificates are expected to be assigned on issue a rating of Baa2 by Moody’s Investors Services, Inc. See “Investment Considerations” for a discussion of certain factors that should be considered by prospective investors. Application has been made to admit the Certificates to the official list of the Luxembourg Stock Exchange and application has been made to admit the Certificates to trading on the Luxembourg Stock Exchange’s EuroMTF Market (the “EuroMTF Market”). This Listing Prospectus may only be used for the purposes for which it has been published. The Certificates will not be publicly offered in the Grand Duchy of Luxembourg. The Listing Prospectus will constitute listing particulars for the purposes of the listing rules of the Luxembourg Stock Exchange. The Certificates are represented by a global certificate in registered form, which was registered in the name of a nominee for, and deposited on 7 November 2006 (the “Issue Date”) with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). 22 November 2006 Level: 1 – From: 1 – Monday, November 20, 2006 – 1:15 pm – mac5 – 3501 Intro : 3501 Intro Subject as set out below, each of the Bank and Syz Finance, having made all reasonable enquiries, confirms that this Listing Prospectus contains or incorporates all information which is material in the context of the Certificates and (in the case of the Bank) all information with respect to the Bank, its affiliates and subsidiaries taken as a whole (the “Group”), that the information contained or incorporated in this Listing Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Listing Prospectus are honestly held and that there are no other facts the omission of which would make this Listing Prospectus or any of such information or the expression of any such opinions or intentions misleading. Subject as set out below, each of the Bank and Syz Finance accepts responsibility accordingly. The Fiduciary accepts responsibility for the information contained in the first paragraph of the section entitled “The Fiduciary and the Fiduciary Contract” but has not separately verified, and accordingly does not accept responsibility for any other information contained in this Listing Prospectus. This Listing Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer or the Lead Manager to subscribe for or purchase any of the Certificates. The distribution of this Listing Prospectus and the offering of the Certificates in certain jurisdictions may be restricted by law. Persons into whose possession this Listing Prospectus comes are required by the Issuer, and the Lead Manager to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the Certificates and distribution of this Listing Prospectus, see “Subscription and Sale”. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the offering of the Certificates and, if given or made, such information or representations must not be relied upon as having been authorised by Syz Finance, the Bank, the Fiduciary or the Lead Manager (as defined under “Subscription and Sale”). Neither the delivery of this document nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Fiduciary, Syz Finance, or the Bank since the date hereof. This document does not constitute an offer of, or an invitation by, or on behalf of, the Fiduciary, Syz Finance, the Bank or the Lead Manager to subscribe for, or purchase, any of the Certificates. This document does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. The Lead Manager has not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead Manager as to the accuracy or completeness of the information contained in this Listing Prospectus or any other information provided by the Fiduciary, Syz Finance, or the Bank in connection with the Certificates, the Participation Securities or the Preferred Securities or their distribution. The Lead Manager and the Fiduciary make no representation, warranty or undertaking, express or implied and accept no responsibility or liability in respect of the legality, validity or enforcement of the Participation Securities or the Preferred Securities, the performance and observance by the Bank and Syz Finance of their obligations in respect of the Participation Securities and the Preferred Securities, respectively or the recoverability of any monies due or to become due thereunder. This Listing Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Fiduciary, Syz Finance, the Bank or the Lead Manager that any recipient of this Listing Prospectus should purchase any of the Certificates. Each investor contemplating purchasing Certificates should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Fiduciary, Syz Finance and the Bank. The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Certificates may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Certificates and on distribution of this document, see “Subscription and Sale”. 2 Level: 1 – From: 1 – Monday, November 20, 2006 – 1:15 pm – mac5 – 3501 Intro : 3501 Intro All references in this document to “CHF” and “Swiss francs” are to the lawful currency of Switzerland, all references to “U.S.