The Notes issued by Penates Funding NV/SA, insititutionele VBS naar Belgisch recht/SIC institutionelle de droit belge, acting through its Compartment Penates-5, are not and cannot being offered for sale in the Unites States or to or for the account or any US Person (US Person being defined in Regulation S under the US Securities Act (‘Regulation S’)) or in any other jurisdiction in which such offer or solicitation is not authorized. This website does not constitute such an offer or solicitation to any person to whom it is unlawful to make such an offer or solicitation.

The Notes offered by the Issuer may only be subscribed, purchased or held by investors (Eligible Holders) that satisfy the following criteria:

(a) they qualify as qualifying investors (in aanmerking komende beleggers/investisseurs éligibles) within the meaning of Article 5, §3/1 of the Belgian Act of 3 August 2012 on institutions for collective investment that satisfy the criteria of directive 2009/65/EC and on institutions for investment in receivables (Wet betreffende de instellingen voor collectieve belegging die voldoen aan de criteria van richtlijn 2009/65/EG en de instellingen voor belegging in schuldvorderingen / Loi relative aux organismes de placement collectif qui répondent aux conditions de la Directive 2009/65/CE et aux organismes de placement en créances), as amended from time to time (Qualifying Investors);

(b) they do not constitute investors that, in accordance with annex A, (I), second indent, of the Royal Decree of 3 June 2007 concerning further rules for implementation of the directive on markets in financial instruments, have registered to be treated as non-professional investors; and

(c) (i) in respect of the Class A Notes, they are holders of an exempt securities account with the Securities Settlement System or (directly or indirectly) with a participant in such system;

(c) (ii) in respect of the Class B Notes and the Class C Notes, they certify to the Issuer that they qualify for an exemption from Belgian withholding tax on interest payments under the Class B Notes and the Class C Notes and that they shall comply with any procedural formalities necessary for the Issuer to obtain the authorisation to make a payment to which that holder is entitled without a tax deduction.

For each Note in respect of which the Issuer becomes aware that it is held by an investor other than a Qualifying Investor, the Issuer will suspend interest payments until such Note will have been transferred to and held by a Qualifying Investor. Any transfer of Notes effected in breach of the above requirement will be unenforceable vis-à-vis the Issuer.

The information contained on the website is only for Eligible Holders and by clicking the ‘I agree’ button below and proceeding to view the materials to which this gatepost gives access, you warrant that (i) you are an Eligible Holder and (ii) are not located or resident in the United States of America. You further undertake that you will not transmit or otherwise send any information contained in this website to any person located or resident in the United States of America.