Common use of CONFLICT OF INTEREST Clause in Contracts

CONFLICT OF INTEREST. The Authorised Offerors will receive an upfront commission for the distribution investment service performed in the context of the offer. Further to any such appointment, the distribution commission, received by the Authorised Offerors will create possible conflicts of interest. No fees will be paid by the Issuer to intermediaries performing the investment services of the collection and transmission of orders or of the mere execution of orders in the context of the distribution of the Notes during the Offer Period and directly or indirectly connected to the MOT through which investors will apply for the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 under the Terms Agreement – entered into on July 12, 2016 by the Dealer and the Issuer (the “Terms Agreement”) – irrespective of the outcome of the offer of the Notes. The Issuer has agreed to allow the use of these Final Terms and the Prospectus by the Dealer and by any entities appointed as distributors by the Dealer (the “Authorised Offerors”) in connection with an offering of the Notes in Italy (the “Public Offer Jurisdiction”) during the Offer Period (as defined below). The list of the Authorised Offerors (if any) will be published on the following website: xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx. The offer of the Notes is conducted in Italy only and is addressed to the public at large. Qualified Investors, as defined for by article 2 of the Prospectus Directive as implemented by art. 100 of the Italian Legislative Decree No. 58/1998 as amended from time to time (the “Italian Financial Services Act”) and art. 34-ter paragraph 1 lett. b) of CONSOB Xxxxxxxxxx Xx. 00000 of 14 May 1999 as amended from time to time can only acquire the Notes in the framework of the public offer of the Notes if, and to the extent that, the Total Amount of the Offer has not been exhausted by requests from the public at large. On the Issue Date, the Notes will be subscribed for by the Dealer acting as principal and then assigned to prospective investors in the context of the offer of the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 under the Terms Agreement irrespective of the outcome of the offer of the Notes, save in the case of withdrawal of the offer and cancellation of the issuance of the Notes as provided for by paragraph (iii) below. No undertakings will be made by the Authorised Offerors (if any) or has been made by any third parties to guarantee the outcome of the offer of the Notes in connection of any minimum amount of the Notes. All offers of Notes will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as listed above.

CONFLICT OF INTEREST. The Authorised Offerors will receive an upfront commission for the distribution investment service performed in the context of the offer. Further to any such appointment, the distribution commission, received by the Authorised Offerors will create possible conflicts of interest. No fees will be paid by the Issuer to intermediaries performing the investment services of the collection and transmission of orders or of the mere execution of orders in the context of the distribution of the Notes during the Offer Period and directly or indirectly connected to the MOT through which investors will apply for the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 TRY 2,400,000 under the Terms Agreement – entered into on July 12October 31, 2016 by the Dealer and the Issuer (the “Terms Agreement”) – irrespective of the outcome of the offer of the Notes. The Issuer has agreed to allow the use of these Final Terms and the Prospectus by the Dealer and by any entities appointed as distributors by the Dealer (the “Authorised Offerors”) in connection with an offering of the Notes in Italy (the “Public Offer Jurisdiction”) during the Offer Period (as defined below). The list of the Authorised Offerors (if any) will be published on the following website: xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx. The offer of the Notes is conducted in Italy only and is addressed to the public at large. Qualified Investors, as defined for by article 2 of the Prospectus Directive as implemented by art. 100 of the Italian Legislative Decree No. 58/1998 as amended from time to time (the “Italian Financial Services Act”) and art. 34-ter paragraph 1 lett. b) of CONSOB Xxxxxxxxxx Xx. 00000 of 14 May 1999 as amended from time to time can only acquire the Notes in the framework of the public offer of the Notes if, and to the extent that, the Total Amount of the Offer has not been exhausted by requests from the public at large. On the Issue Date, the Notes will be subscribed for by the Dealer acting as principal and then assigned to prospective investors in the context of the offer of the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 TRY 2,400,000 under the Terms Agreement irrespective of the outcome of the offer of the Notes, save in the case of withdrawal of the offer and cancellation of the issuance of the Notes as provided for by paragraph (iii) below. No undertakings will be made by the Authorised Offerors (if any) or has been made by any third parties to guarantee the outcome of the offer of the Notes in connection of any minimum amount of the Notes. All offers of Notes will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as listed above.

CONFLICT OF INTEREST. The Authorised Offerors will receive an upfront commission for the distribution investment service performed in the context of the offer. Further to any such appointment, the distribution commission, received by the Authorised Offerors will create possible conflicts of interest. No fees will be paid by the Issuer to intermediaries performing the investment services of the collection and transmission of orders or of the mere execution of orders in the context of the distribution of the Notes during the Offer Period and directly or indirectly connected to the MOT through which investors will apply for the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 NZD 2,000,000 under the Terms Agreement – entered into on July 12January 16, 2016 2017 by the Dealer and the Issuer (the “Terms Agreement”) – irrespective of the outcome of the offer of the Notes. In addition, the Dealer will be IBRD's counterparty in a related swap transaction entered into by IBRD in order to hedge its obligations under the Notes. The existence of such multiple roles and responsibilities for the Dealer creates possible conflicts of interest. All amounts payable under the related swap transaction are expected, as of the Issue Date, to be calculated on the same basis as the amounts payable by IBRD under the Notes. The Noteholder understands that although IBRD will enter into the related swap transaction with the Dealer as swap counterparty in order to hedge its obligations under the Notes, IBRD’s rights and obligations under the related swap transaction will be independent of its rights and obligations under the Notes, and Noteholders will have no interest in the related swap transaction or any payment to which IBRD may be entitled thereunder. The Issuer has agreed to allow the use of these Final Terms and the Prospectus by the Dealer and by any entities appointed as distributors by the Dealer (the “Authorised Offerors”) in connection with an offering of the Notes in Italy (the “Public Offer Jurisdiction”) during the Offer Period (as defined below). The list of the Authorised Offerors (if any) will be published on the following website: xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx. The offer of the Notes is conducted in Italy only and is addressed to the public at large. Qualified Investors, as defined for by article 2 of the Prospectus Directive as implemented by art. 100 of the Italian Legislative Decree No. 58/1998 as amended from time to time (the “Italian Financial Services Act”) and art. 34-ter paragraph 1 lett. b) of CONSOB Xxxxxxxxxx Xx. 00000 of 14 May 1999 as amended from time to time can only acquire the Notes in the framework of the public offer of the Notes if, and to the extent that, the Total Amount of the Offer has not been exhausted by requests from the public at large. On the Issue Date, the Notes will be subscribed for by the Dealer acting as principal and then assigned to prospective investors in the context of the offer of the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 under the Terms Agreement irrespective of the outcome of the offer of the Notes, save in the case of withdrawal of the offer and cancellation of the issuance of the Notes as provided for by paragraph (iii) below. No undertakings will be made by the Authorised Offerors (if any) or has been made by any third parties to guarantee the outcome of the offer of the Notes in connection of any minimum amount of the Notes. All offers of Notes will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as listed above.

CONFLICT OF INTEREST. The Authorised Offerors will receive an upfront a commission for the distribution investment service performed in the context of the offer. Further Furthermore, Banca Nazionale del Lavoro S.p.A., one of the Authorised Offerors, belongs to any such appointment, the distribution commission, received by same banking group as BNP Paribas. The fact that the Authorised Offerors will receive distribution commissions create possible conflicts of interest. No fees will be paid by the Issuer to intermediaries performing the investment services of the collection and transmission of orders or of the mere execution of orders in the context of the distribution of the Notes during the Offer Period and directly or indirectly connected to the MOT through which investors will apply for the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 USD 10,000,000 under the Terms Agreement – entered into on July 12May 30, 2016 by the Dealer, the Co-Dealer and the Issuer (the “Terms Agreement”) – irrespective of the outcome of the offer of the Notes. In addition, the Dealer will be IBRD's counterparty in a related swap transaction entered into by IBRD in order to hedge its obligations under the Notes. The existence of such multiple roles and responsibilities for the Dealer creates possible conflicts of interest. All amounts payable under the related swap transaction are expected, as of the Issue Date, to be calculated on the same basis as the amounts payable by IBRD under the Notes. The Noteholder understands that although IBRD will enter into the related swap transaction with the Dealer as swap counterparty in order to hedge its obligations under the Notes, IBRD’s rights and obligations under the related swap transaction will be independent of its rights and obligations under the Notes, and Noteholders will have no interest in the related swap transaction or any payment to which IBRD may be entitled thereunder. The Issuer has agreed to allow the use of these Final Terms and the Prospectus by the Dealer and by any entities appointed as distributors by the Dealer (the “Authorised Offerors”) in connection with an offering of the Notes in Italy (the “Public Offer Jurisdiction”) during the Offer Period (as defined below). Banca Akros S.p.A. will act as Co-Dealer in the context of the Offer. The list of the Authorised Offerors (if any) will be is published on the following website: xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx on the date of these Final Terms. The offer of the Notes is conducted in Italy only and is addressed to the public at large. Qualified Investors, as defined for by article 2 of the Prospectus Directive as implemented by art. 100 of the Italian Legislative Decree No. 58/1998 as amended from time to time (the “Italian Financial Services Act”) and art. 34-ter paragraph 1 lett. b) of CONSOB Xxxxxxxxxx Xx. 00000 of 14 May 1999 as amended from time to time can only acquire the Notes in the framework of the public offer of the Notes if, and to the extent that, the Total Amount of the Offer has not been exhausted by requests from the public at large. On the Issue Date, the Notes will be subscribed for by the Dealer acting as principal and then assigned to prospective investors in the context of the offer of the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 under the Terms Agreement irrespective of the outcome of the offer of the Notes, save in the case of withdrawal of the offer and cancellation of the issuance of the Notes as provided for by paragraph (iii) below. No undertakings will be made by the Authorised Offerors (if any) or has been made by any third parties to guarantee the outcome of the offer of the Notes in connection of any minimum amount of the Notes. All offers of Notes will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as listed above.

CONFLICT OF INTEREST. The Authorised Offerors will receive an upfront commission for the distribution investment service performed in the context of the offer. Further to any such appointment, the distribution commission, received by the Authorised Offerors will create possible conflicts of interest. No fees will be paid by the Issuer to intermediaries performing the investment services of the collection and transmission of orders or of the mere execution of orders in the context of the distribution of the Notes during the Offer Period and directly or indirectly connected to the MOT through which investors will apply for the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 CNY 40,000,000 under the Terms Agreement – entered into on July 12, 2016 by the Dealer and the Issuer (the “Terms Agreement”) – irrespective of the outcome of the offer of the Notes. The Issuer has agreed to allow the use of these Final Terms and the Prospectus by the Dealer and by any entities appointed as distributors by the Dealer (the “Authorised Offerors”) in connection with an offering of the Notes in Italy (the “Public Offer Jurisdiction”) during the Offer Period (as defined below). The list of the Authorised Offerors (if any) will be published on the following website: xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx. The offer of the Notes is conducted in Italy only and is addressed to the public at large. Qualified Investors, as defined for by article 2 of the Prospectus Directive as implemented by art. 100 of the Italian Legislative Decree No. 58/1998 as amended from time to time (the “Italian Financial Services Act”) and art. 34-ter paragraph 1 lett. b) of CONSOB Xxxxxxxxxx Xx. 00000 of 14 May 1999 as amended from time to time can only acquire the Notes in the framework of the public offer of the Notes if, and to the extent that, the Total Amount of the Offer has not been exhausted by requests from the public at large. On the Issue Date, the Notes will be subscribed for by the Dealer acting as principal and then assigned to prospective investors in the context of the offer of the Notes. The Dealer has undertaken to subscribe for a minimum amount of Notes equal to INR 300,000,000 CNY 40,000,000 under the Terms Agreement irrespective of the outcome of the offer of the Notes, save in the case of withdrawal of the offer and cancellation of the issuance of the Notes as provided for by paragraph (iii) below. No undertakings will be made by the Authorised Offerors (if any) or has been made by any third parties to guarantee the outcome of the offer of the Notes in connection of any minimum amount of the Notes. All offers of Notes will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as listed above.