Últimos pasos en la elaboración del decreto sobre los presbíte-

The Bonds are in registered form in the denomination of €100,000 each. The Bonds are

represented by a Global Bond in registered form and the Global Bond has been deposited with a common depositary for Euroclear and Clearstream, Luxembourg and has been registered with a common nominee for Euroclear and Clearstream, Luxembourg. Interests in the Global Bond will be exchangeable for definitive Bonds only in the limited circumstances described below.

Title to book-entry interests in the Bonds passes by book-entry registration of the transfer in the records of Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with their respective procedures. Book-entry interests in the Bonds may be transferred within Euroclear and within Clearstream, Luxembourg and between Euroclear and Clearstream, Luxembourg in accordance with procedures established for these purposes by Euroclear and Clearstream, Luxembourg.

Exchange for Definitive Registered Bonds

The Global Bond is exchangeable in whole, but not in part for definitive registered Bonds if the Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg or any alternative clearing system and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so by such holder giving notice to the Fiscal Agent of its intention to exchange the Global Bond on or after the Exchange Date for Definite Bonds. In exchange for the Global Bond, the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated definitive registered Bonds.

“Exchange Date for Definite Bonds” means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Registrar is located and in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, or any alternative clearing system are located.

Except as otherwise described in the Global Bond, the Global Bond is subject to the Conditions and the Fiscal Agency Agreement (as defined in the Conditions) and, until it is exchanged for definitive registered Bonds, its holder shall in all respects be entitled to the same benefits as if it were the holder of the definitive registered Bonds for which it may be exchanged and as if such definitive registered Bonds had been issued on the date of the Global Bond.

Notices

So long as the Global Bond is held by Euroclear and/or Clearstream, Luxembourg and/or any alternative clearing system, notices required to be given to Bondholders may be given by their being delivered to Euroclear or Clearstream, Luxembourg or, as the case may be, any alternative clearing system, rather than by publication as required by the Conditions, in which case such notices shall be deemed to have been given to Bondholders on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or, as the case may be, any

alternative clearing system; except that so long as the Bonds are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, notices shall also be filed with the Companies Announcement Office of the Irish Stock Exchange for publication in the Announcements section of the website of the Irish Stock Exchange. Any such notice shall be deemed to have been given on the day the same has been delivered to the relevant clearing systems.

Meetings

The holder of the Global Bond shall be treated as one person for the purposes of any quorum requirement of a meeting of Bondholders and, at any such meeting, as having one

vote in respect of each €100,000 principal amount of Bonds for which the Global Bond

may be exchanged. Any accountholder (or the representative of any such person) of a clearing system with an interest in the Bonds (“accountholders”) represented by the Global Bond, on confirmation of entitlement and proof of identity, may attend and speak (but not vote) at any meeting of Bondholders.

Prescription

Claims in respect of the principal amount or interest on Bonds will become void unless made within 10 years (in the case of the principal amount) and five years (in the case of interest) from the appropriate relevant date in respect thereof.

Claims in respect of any other amounts payable in respect of the Bonds will become void unless made within 10 years following the due date for payment thereof.

Purchase and Cancellation

Cancellation of any Bond represented by the Global Bond which is required by the Conditions to be cancelled will be effected by an appropriate entry in the register maintained in respect of the Bonds by or on behalf of the Paying, Transfer and Exchange Agent.

Exchange at the Option of the Holder

For so long as the Global Bond is held on behalf of any one or more of Euroclear, Clearstream, Luxembourg or any alternative clearing system, Exchange Rights (as defined in the Conditions) may be exercised as against the Issuer at any time during the Exchange Period, except as otherwise provided in the Conditions, by the presentation to or to the order of the Fiscal Agent of the Global Bond, together with one or more Exchange Notices duly completed by or on behalf of a holder of a book-entry interest, in accordance with the standard procedures for Euroclear and/or Clearstream, Luxembourg and/or any alternative clearing system (which may include notice being given on such accountholder’s instructions by Euroclear and/or Clearstream, Luxembourg and/or any alternative clearing system or any common depositary for them to the Fiscal Agent by electronic means) and in a form acceptable to Euroclear and/or Clearstream, Luxembourg and/or any alternative clearing system.

Exchange at the Option of the Issuer

Subject to the requirements of Euroclear, Clearstream, Luxembourg or any alternative clearing system, the options of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Bondholders in accordance with the Conditions.

The following legend appears on the Global Bonds and will appear on any definitive Bonds which have an original maturity of more than one year and on all interest coupons relating to such Bonds:

"THE BONDS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT."

Bonds which are represented by a Global Bond will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.