The Offer is made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated November 25, 2009 (the "Tender Offer Memorandum"), including offer restrictions (see "Offer Restrictions" below), and should be read in conjunction with the Tender Offer Memorandum. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Company is under no obligation to accept any tender of Bonds for repurchase and may decide, in its sole discretion, to cancel the Offer at any time for any reason. Among other things, whether the Company will accept for repurchase Bonds validly tendered in the Offer is subject, at the option of the Company, to the raising by the Company of new financing, on terms satisfactory to the Company (in its sole discretion), in order to enable it to finance, in whole or in part, the Repurchase Price and Accrued Interest for the Bonds validly tendered for repurchase in the Offer.
The purpose of the Offer is to take advantage of current favourable market conditions in the debt capital markets and, in conjunction with a contemplated raising of new financing on the bond capital markets, to extend the Company's debt maturity profile. The decision as to whether to launch and terms of the contemplated new bond financing will be at the Company's sole discretion and its decision will be influenced by, inter alia, the then prevailing market conditions and the number of Bonds validly tendered in the Offer.
The Company will pay for each €1,000 in nominal amount of the Bonds accepted by it for repurchase pursuant to the Offer the Repurchase Price to be determined at or around 4.00 p.m. Central European Time ("CET") (the "Pricing Time") on December 3, 2009 (the "Pricing Date") in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the "Repurchase Yield") of the Repurchase Spread of +0 basis points and the Interpolated Mid-Swap Rate. The Company will also pay, on the Settlement Date, Accrued Interest on such Bonds.
Description of the Bonds, €750,000,000 4.25 per cent.

In order to be eligible to receive the Repurchase Price, Bondholders must validly tender their Bonds by 5.00 p.m. (CET) on December 2, 2009 (the "Expiration Deadline"), by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. The deadlines set by any intermediary or clearing system will be earlier than the deadline specified above.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time.
The anticipated transaction timetable is summarized below:

Indicative Timetable Event
November 25, 2009 Launch Date
5.00 p.m. (CET) on December 2, 2009 Expiration Deadline
At or around 4.00 p.m. (CET) on December 3, 2009 Pricing Time and Pricing Date
As soon as practicable after the Pricing Time on the Pricing Date Announcement of Results and Repurchase Price
December 10, 2009 Settlement Date