IMPORTANT: Please read this notice carefully before continuing, as it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

 

The following disclaimer applies to the notice of meeting (the "Notice of Meeting") and the documents containing further details of the meetings (the "Further Details Documents"), each of which is available on this webpage, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Notice of Meeting or the Further Details Documents. The Notice of Meeting and the Further Details Documents are made available by the Guarantor (as defined below) to all holders of the Securities (as defined below). By clicking on the "I Agree" button, you shall be deemed (in addition to giving the representations below) to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Deutsche Bank AG, London Branch (the "Solicitation Agent") and/or Lucid Issuer Services Limited (the "Tabulation and Information Agent") and/or BES Finance Limited (the "Issuer") and/or NOVO BANCO S.A., acting through its London branch (the "Guarantor") as a result of such acceptance and access.

 

NOTHING IN THE NOTICE OF MEETING OR THE FURTHER DETAILS DOCUMENTS CONSTITUTES OR CONTEMPLATES AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES, AND THE GUARANTEES THEREOF, HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES, AND THE GUARANTEES THEREOF, MAY NOT BE OFFERED, SOLD OR DELIVERED, 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) 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 communication of the Notice of Meeting and the Further Details Documents by the Guarantor is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (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. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 which includes a creditor or member of the Issuer, and (2) any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

 

You are recommended to seek independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser as to the action you should take. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such person if it wishes to participate in the relevant Consent Solicitation in respect of such Securities.

 

Confirmation of your representation: The Notice of Meeting and the Further Details Documents are available to you at your request and, by accessing the Notice of Meeting and the Further Details Documents, you shall be deemed (in addition to the above) to have represented to the Guarantor, the Issuer, the Solicitation Agent and the Tabulation and Information Agent that:

 

(i) you are a holder or a Beneficial Owner of the Securities;
(ii) you shall not pass on the Notice of Meeting or the Further Details Documents to third parties or otherwise make the Notice of Meeting or the Further Details Documents publicly available;
(iii) you are not a person to or from whom it is unlawful to send the Notice of Meeting or the Further Details Documents or to solicit consents under the Consent Solicitations under applicable laws;
(iv) you consent to delivery of the Notice of Meeting and the Further Details Documents by electronic transmission; and
(v) you have understood and agreed to the terms set forth in this disclaimer.

 

The distribution of the Notice of Meeting and the Further Details Documents in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Guarantor, the Issuer, the Solicitation Agent and the Tabulation and Information Agent to inform themselves about, and to observe, any such restrictions.

 

You are accessing the Notice of Meeting and the Further Details Documents in an 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 Guarantor, the Issuer, the Solicitation Agent, the Trustees and/or the Tabulation and Information Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Notice of Meeting or the Further Details Documents you are accessing in electronic format and the respective hard copy version available to you (subject to certain customary restrictions) on request from the Tabulation and Information Agent.

 

You are also reminded that the Notice of Meeting and the Further Details Documents are accessible by you on the basis that you are a person who may lawfully access the Notice of Meeting and the Further Details Documents in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Notice of Meeting or the Further Details Documents to any other person.

 

Confirmation of understanding and acceptance of disclaimer

 

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the "I Agree" button, I confirm that I am permitted to proceed to electronic versions of these materials.