Da questo ulteriore pdf:
http://www.bankofireland.com/fs/doc...rs and Consent Solicitations 08 June 2011.pdf
Republic of Italy
None of the Offers, the Consent and Exchange Offer Memorandum or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Exchange Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 3 and/or paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers'
6
Regulation"), as the case may be. The Exchange Offers are also being carried out in compliance with article 35-bis,
paragraph 7, letter a) of the Issuers' Regulation.
A Holder located in Italy can participate in the Exchange Offers only if (i) the Existing Securities offered by it for exchange
have an aggregate nominal amount equal to or greater than €50,000 or (ii) it is a qualified investor (investitori qualificati),
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 Issuers' Regulation (an "Eligible Italian Investor"). Accordingly, Holders located in Italy that do not qualify
as Eligible Italian Investors may not participate in the Exchange Offers and neither the Consent and Exchange Offer
Memorandum nor any other documents or materials relating to the Exchange Offers may be distributed or otherwise
made available to them.
Eligible Italian Investors can offer to exchange Existing Securities, 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. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian authority.