Exhibit 2.1

THE
NOTES IN RESPECT OF WHICH THIS CERTIFICATE IS ISSUED HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND, UNTIL AUGUST 14, 2002 MAY NOT BE NEGOTIATED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF METRO INTERNATIONAL S.A.

Metro International S.A.
6.25% Convertible Notes due 2007

|No. 1 |  | Principal Amount $20,000,000
|----- |  | ----------------------------

Metro
International S.A., asociété anonymeorganized under the laws of the Grand-Duchy of Luxembourg,
incorporated for an unlimited duration on December 29, 1999, published in the Mémorial, Recueil des Sociétés et Associations number 261 of
April 6, 2000, having a share capital of $32,814,939.40 divided into 55,823,671 Class A voting shares and 53,559,460 Class B non-voting shares, each without a par
value, promises to pay to Modern Times Group MTG AB (publ) or its assigns the principal sum of $20,000,000, on May 14, 2007 (if such day is not a business day, on the next succeeding business
day).

Interest
Payment Dates:        May 14 and November 14

Unless
previously purchased, converted or redeemed as herein provided, the Notes will be redeemed at their principal amount on the Final Maturity Date. The Notes may not be redeemed at
the option of the Issuer other than under Section 7(b) as set forth on the reverse hereof.

Reference
is hereby made to the further provisions of this Note as set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this
place.

| | METRO INTERNATIONAL S.A.
| | ------------------------
| | By:                     
| |                         
| |                         

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[REVERSE OF CONVERTIBLE NOTE]

1      Form and Denomination

The Notes are issued in registered form in the denomination of $20,000,000. The Notes may be converted in accordance with Section 6 in denominations of
$1,000 or integral multiples thereof ("authorized denominations").

2      Title

Title to the Notes will pass by entry in the Noteholders Register. In relation to any Note, "Noteholder" and "holder" means the person or entity registered in the
Noteholder Register. The holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or any writing on, or theft or loss of it) and no person will be liable for so treating the holder.

3      Status

(a) Status

The Notes constitute direct and unsecured obligations of the Issuer, subordinated in accordance with Section 3(b) and (subject as aforesaid) rank and will
rankpari passu, without any preference among themselves, and, save for statutorily preferred exceptions, with all other outstanding unsecured and
subordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights.

(b) Subordination

If any order of a court of competent jurisdiction is made or any effective resolution is passed for the winding-up, dissolution, bankruptcy or similar
action of the Issuer, the Issuer shall make payment in respect of the Notes only to the extent of such amounts as would have been payable if the holders of the outstanding Notes had, on the day
immediately preceding the date of commencement of the winding-up, dissolution, bankruptcy or similar action, become holders of securities of or claims against the Company of a type having
a right to receive (pari passu with the holders of any other class or classes of securities or claims which, following the issue of the Notes, may be issued by or outstanding against the Issuer,
subordinated on a similar basis) in such action (in priority to the holders of all other classes of securities or claims of the Issuer, issued, outstanding or to be issued or outstanding) an amount
equal to the principal and/or unpaid interest expressed to be payable in respect of the Notes up to but excluding the date upon which the holders thereof are treated as having become holders of
securities of or claims against the Issuer as aforesaid.

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4      Definitions

|Agent        | Means the Issuer, acting in its capacity as conversion agent for the Notes, or any entity appointed by the Issuer to serve in such capacity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Associate    | Means in relation to any person (i) a nominee of that person; (ii) a holding company, subsidiary or fellow subsidiary of that person or a nominee of such holding company, subsidiary or fellow subsidiary; (iii) a body corporate in which the offeror is
substantially interested; or (iv) any person who is, or is a nominee of, a party to an agreement with that person for the acquisition of, or of an interest in, the shares which are the subject of the offer, being an agreement which includes
provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of their interests in that company's shares acquired in pursuance of the agreement (whether or not together with
any other of their interests in the company's shares to which the agreement relates) and for the purposes of sub-paragraph (iii) above an offeror has a substantial interest in a body corporate if that body or its directors are accustomed to act in
accordance with its directions or instructions or it is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body.
|Auditors     | Means the auditors for the time being of the Issuer or, in the event of their being unable or unwilling to carry out any action requested of them pursuant to these Notes, such other firm of accountants of international repute as the Issuer may
select.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|B Shares     | Means B Shares without par value in the capital of the Issuer. B Shares do not have voting rights, except when the rights and privileges attaching to the B Shares are to be altered, in which case each B Share confers on the holder one vote at general
meetings of the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|business day | Means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in Stockholm and Luxembourg.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Closing Date | Means May 14, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Control      | Means, in relation to any person at any time, the power (whether directly or indirectly or acting in conjunction with any other person or otherwise and whether by the ownership of share capital, the possession of voting power, contract or otherwise)
to appoint the majority of the members of the governing body or management, or otherwise to control the affairs and policies, of that person (and "controlled" shall be construed accordingly).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|Current Market Price | Means, in respect of a B Share, at a particular date, the average of the closing price published by the Stockholm Exchange for such Share for each of the 10 consecutive dealing days ending on the dealing day immediately preceding such date, provided
that if at any time during the said 10 day period either of the Shares shall have been quoted ex-dividend and during some other part of that period such Shares shall have been quoted cum- dividend then:
|-------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     | and provided further that if such Shares on each of the said 10 dealing days have been quoted cum-dividend in respect of a dividend which has been declared or announced but such Shares to be issued or delivered do not rank for that dividend the
quotations on each of such dates shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per such Share.                        
|dealing day          | Means a day on which the Stockholm Exchange is open for business and Shares may be dealt in, but does not include a day on which a closing price for the Shares is not published by the Stockholm Exchange.                                                                                                                                                                                                                                                         
|Dollars              | Means the lawful currency of the United States of America.                                                                                                                                                                                                                                                                                                                                                                                                          
|equity share capital | Means the issued share capital of the Issuer except that which does not carry any right to participate beyond a specified amount in a distribution of dividends or capital.                                                                                                                                                                                                                                                                                         
|Event of Default     | has the meaning provided in Section 10.                                                                                                                                                                                                                                                                                                                                                                                                                             
|Final Maturity Date  | Means May 14, 2007, unless such day is not a business day, in which case the Final Maturity Date shall be the next succeeding business day.                                                                                                                                                                                                                                                                                                                         
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|Principal Subsidiary | Means at any time a Subsidiary of the Issuer:
|-------------------- | ---------------------------------------------
|                     | (a)                                          
|                     |                                              
|                     |                                              
|                     |                                              
|                     |                                              

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|                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary of the Issuer which immediately prior to such transfer is a Principal Subsidiary, provided that the transferor Subsidiary shall upon such
transfer forthwith become a Principal Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant to this sub-paragraph (b) on the date on which the consolidated balance sheet of the Issuer and its Subsidiaries for the
financial period current at the date of such transfer has been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on or at any time after the date on which such
consolidated balance sheet has been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph (a) above or before, on or at any time after such date by virtue of the provisions of this sub-paragraph (b).
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   | For the purposes of the definition of Principal Subsidiary, if there shall at any time not be a relevant consolidated balance sheet of the Issuer and its Subsidiaries, references thereto herein shall be deemed to refer to a consolidation by the
Auditors of the relevant balance sheets of the Issuer and its Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                              
|                   | A report by the Auditors that in their opinion a Subsidiary of the Issuer is or is not or was or was not any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding
on all parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Securities         | Includes, without limitation, shares in the share capital of the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Shares             | Means the B Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Stockholm Exchange | Means the O-list of Stockholmsbörsen AB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Subsidiary         | Means, in relation to any person (the "relevant person") at any time, any other person (whether or not now existing) (i) which is directly or indirectly controlled, or more than 50 per cent. of whose issued equity share capital (or equivalent) or
voting rights (but excluding voting rights exercisable only by reason of, or upon the happening of, a contingency) are then held or beneficially owned, by the relevant person and/or any one or more of the relevant person's Subsidiaries or (ii) which
is or, in accordance with International Accounting Standards would be required to be, consolidated in the preparation of the financial statements of the relevant person (and "Subsidiaries" shall be construed accordingly).
|Valuation Agent    | Means a firm of accountants (which may be the Auditors) or an independent investment bank of international repute, selected by the Issuer and acting as an expert.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

References
to any issue or offer to holders of Shares "as a class" or "by way of rights" shall be taken to be references to an issue or offer to all or substantially all of such holders other than
holders to whom, by reason of the laws of any territory or requirements of any recognized regulatory body or any other stock exchange in any territory or in connection with fractional entitlements, it
is determined not to make such issue or offer.

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5      Interest

(a) Interest Rate



(b) Accrual of Interest



6      Conversion Period and Conversion Price

(a) Conversion Period and Conversion Price



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(b) Adjustment of Conversion Price



(i) Consolidation or Subdivision of Shares



A
B

where:



(ii) Bonus Issue



A
B

where:



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(iii) Distributions of Profits



A
- B
A

where:





(01)

E=A+B- C

Where:



(02)



| | CD = D - | [D1 + D2 + D3]
3 |  | 
| | -------- | ---------------- |  | 

Where:



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Provided
that:



| |  | D = | XY |  | 
| |  | --- | -- |  | 

Where:



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(iv) Issue of Shares by Way of Rights, Convertibles etc



A + BA + C

where:



(v) Issue of Other Securities by Way of Rights



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A - BA

where:



(vi) Issue of Shares, Convertibles etc Other than by Way of Rights



A + BA + C

where:





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(vii) Issue of Certain Other Securities etc Other than by Way of Rights



A+BA+C

Where:



Such
adjustment shall become effective on the date of issue or grant of such securities.

(viii) Modification of Rights Attaching to other issued Securities



A+BA+C

Where:



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(ix) Sale of Securities to Shareholders



A+BA

Where:





(x) Other Adjustment Events



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If
any doubt shall arise as to the appropriate adjustment to the Conversion Price, and following consultation between the Issuer, and the Valuation Agent, a certificate of the Valuation
Agent in respect of such adjustment to the Conversion Price shall be conclusive and binding on all concerned, save in the case of manifest or proven error.

(c) Procedure for Conversion

A Noteholder may exercise its Conversion Right by delivering to the specified office of the Agent during its usual business hours, a duly completed and signed
written notice of conversion (a "Conversion Notice") in the form (for the time being current) obtainable from the Agent. Conversion Rights shall be exercised subject in each case to any applicable
fiscal or other laws or regulations applicable in the jurisdiction in which the Agent is located.

The
conversion date in respect of a Note (the "Conversion Date") shall be the business day immediately following the date of such delivery and, if applicable, any payment required to be
made by the relevant Noteholder, is so made. A Conversion Notice, once delivered shall be irrevocable.

A
Noteholder exercising a Conversion Right must pay all, if any, taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, stamp,
issue or registration duties and other than any transfer duties or taxes (or, in any case, any like or similar taxes, duties,
charges or imposts), in any such case payable in Luxembourg in respect of the allotment and issue or transfer and delivery of Shares, which shall be paid by the Company) and such Noteholder must pay
all, if any, taxes arising by reference to any disposal or deemed disposal of a Notes or interests therein in connection with such conversion.

(d) Shares

The person or persons specified for such purpose in the relevant Conversion Notices will become the holder of record of the number of Shares issuable upon
conversion with effect from the date such person or persons is/are registered in the Issuer's share register (the "Registration Date"). The Registration Date shall not be later than the
10th business day following the Conversion Date. The Shares issued and registered upon conversion of the Notes will be fully-paid, and will in all respects rank pari passuwith the Shares in
issue on the relevant Registration Date except that such Shares will

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not
rank for any dividend or other distribution declared, paid or made by reference to a record date or other due date for establishment of entitlement prior to such Registration Date.

If
the record date or other due date for establishment of entitlement for the payment of any dividend or other distribution in respect of the Shares to be issued on conversion of the
Notes is on or after the Conversion Date in respect of any Note but before the Registration Date (other than and to the extent that it results in an adjustment (retroactive or otherwise) to the number
of Shares to which a converting Noteholder is entitled under Section 6(b)), the Company will pay to the Noteholder who has exercised his Conversion Right in lieu of such dividend or
distribution an amount in dollars (the "Equivalent Amount") equal to any such dividend or other distribution to which such Noteholder would have been entitled had it on that record date or other due
date for establishment of entitlement been such a shareholder of record of such Shares on that date and will make the relevant payment to the relevant Noteholder at the same time that it makes payment
of the dividend or other distribution.

(e) Interest on Conversion

If any notice requiring the redemption of any Notes is given pursuant to Section 7(b) on or after the fifteenth business day prior to the due date for the
establishment of entitlement in respect of any dividend or distribution payable in respect of the Shares which has occurred since the last Interest Payment Date (or in the case of the first interest
period, since the Closing Date) (whether such notice is given before, on or after such due date for the establishment of entitlement) where such notice specifies a date for redemption falling on or
prior to the date which is 14 days after the Interest Payment Date next following such due date for the establishment of entitlement, interest shall accrue on Notes in respect of which
Conversion Rights shall have been exercised and in any such case in respect of which the Conversion Date falls after such due date for the establishment of entitlement and
on or prior to the Interest Payment Date next following such date, in each case from the preceding Interest Payment Date (or, if such Conversion Date falls on or before the first Interest Payment
Date, from the Closing Date) to such Conversion Date. Any such interest shall be paid by the Issuer not later than 14 days after the relevant Conversion Date.

(f) Amalgamation and Merger

In the case of any consolidation, amalgamation or merger of the Issuer with any other corporation (other than a consolidation, amalgamation or merger in which the
Issuer is the continuing corporation) the Issuer will forthwith notify Noteholders of such event and cause the corporation resulting from such consolidation, amalgamation or merger to execute
documentation to insure that the holder of each Note then outstanding will have the right (during the period in which such Notes shall be convertible) to convert such Notes into the class and amount
of shares and other securities, property and cash receivable upon such consolidation, amalgamation or merger by a holder of the number of Shares which would have become liable to be issued or
delivered upon conversion of such Notes immediately prior to such consolidation, amalgamation or merger, and the Issuer shall not enter into any such consolidation, amalgamation or merger other than
on terms that such corporation will execute such documentation. Such documentation will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for
in the foregoing provisions of this Section. The above provisions of this Section 6(g) will apply in the same way to any subsequent consolidations, amalgamations or mergers.

(g) Bankruptcy, Liquidation and Winding-up

The occurrence or existence of any bankruptcy, liquidation or winding-up in relation to the Issuer shall not extinguish the Conversion Right in
respect of the Notes, provided that the Conversion Right may not be exercised in respect of any Note following the giving of notice by the holder of such Note pursuant to Section 10.

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7      Redemption, Purchase and Cancellation

(a) Final Redemption

Unless previously purchased, converted or redeemed as herein provided, the Notes will be redeemed at their principal amount on the Final Maturity Date. The Notes
may not be redeemed at the option of the Issuer other than under Section 7(b).

(b) Redemption at the Option of the Issuer

Subject as provided below, on giving not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Section 13, the Issuer may
redeem any or all of the Notes for the time being outstanding at their principal amount together with interest accrued to the date fixed for redemption (i) at any time on or after
May 14, 2005 (or, if that is not a business day, the next following such business day) provided that the middle market quotations of a B Share as derived from or published by the Stockholm
Exchange on each of not less than 20 dealing days within a period of 30 consecutive dealing days ending not earlier than the fourteenth day prior to the date on which the relevant notice of redemption
is given to Noteholders as provided above, shall have been at least 130 per cent of the Conversion Price as adjusted in accordance with the provisions contained in this Note) in effect (or deemed to
be in effect) on such dealing day or (ii) at any time, if prior to the date of notice of such redemption, Conversion Rights shall have been exercised and/or purchases (and corresponding
cancellations) effected in respect of 90 per cent or more in principal amount of the Notes originally issued.

Any
such notice shall be irrevocable (subject as provided below) and shall specify (i) the date when the relevant redemption will take place, (ii) the Conversion Price,
(iii) the closing price quoted for the Shares as derived from or published by the Stockholm Exchange at the close of business and the aggregate principal amount of the Notes outstanding, in
each case as at the latest practicable date prior to the publication of such notice and (iv) the last day on which Conversion Rights may be exercised by Noteholders pursuant to
Section 6(a). Where the Issuer shall have given notice as aforesaid, all Notes outstanding shall be redeemed by the Issuer at their principal amount together with accrued interest at the date
fixed for redemption on the relevant due date for redemption specified in such notice, other than:



(c) Purchase

Subject to the requirements (if any) of the Luxembourg Stock Exchange or any other stock exchange on which the Notes are for the time being listed, the Issuer and
any of its Subsidiaries may, at any time, purchase Notes in the open market or otherwise at any price. Any purchase by tender shall be made available to all Noteholders alike.

(d) Cancellation

All Notes redeemed or converted by or on behalf of the Issuer or any of its Subsidiaries will be canceled and may not be re-issued or
re-sold. All Notes purchased by or on behalf of the Issuer or any of its Subsidiaries may be canceled, held, re-issued or re-sold.

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8      Payments

(a) Payments

Payments in respect of the Notes will be effected in accordance with the terms set forth herein. All payments of principal and interest will be made in dollars.
All other payments shall be made in dollars.

(b) Payments subject to Fiscal Laws

All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations. No commissions or expenses shall be charged
by the Issuer or the Agent to the Noteholders in respect of such payments.

(c) Delay in Payment

Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due as a result of the due date for
payment not being a business day.

(d) Fractions

When making payments to Noteholders any fractions of $0.01 will, if necessary, be rounded down to the nearest $0.01. For the avoidance of doubt, and for the
purposes of this calculation, all payments to be made to a Noteholder at a particular time shall be aggregated.

9      Taxation

All payments in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Grand Duchy of Luxembourg or any authority therein or thereof having power to
tax, unless such withholding or deduction is required by law. If any such withholding or deduction is required by law in respect of any such payment, then the relevant payment will be made subject to
such withholding or deduction and the relevant Noteholders shall not be entitled to receive any further or additional amount or payment in respect thereof.

10    Events of Default

If any of the following events (each an "Event of Default") shall occur and be continuing:



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then
any Note may by notice in writing given to the Issuer at its registered office for the time being, in each case by the holder, be declared immediately due and payable whereupon it shall become
immediately due and payable at its principal amount together with accrued interest without further formality.

11    Prescription

Claims for payment in respect of the Notes shall be prescribed unless made within a period of 10 years (in the case of principal) or five years (in the
case of interest) from the appropriate Relevant Date in respect of such payment.

As
used in these Sections, "Relevant Date" in respect of any payment means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the
full amount payable has not been paid on or prior to such date, the date on which, the full amount having been so received, notice to such effect shall have been given to Noteholders.

12    Exchange of Notes

In the event the Issuer makes a public offering of notes of substantially similar tenor and terms and conditions, whether by means of a rights offering or
otherwise, the Notes may be exchanged by the Issuer at any time for such notes of substantially similar tenor and terms and conditions, whether or not such new notes are issued pursuant to an
indenture.

13    Notices

Notices to Noteholders will be validly given if published in a daily newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger
Wort), or, if, such publication is not practicable, in a leading English language daily newspaper with circulation in Europe. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication shall have been made in a
newspaper in which publication is required as aforesaid.

14    Noteholders as a Group

The Noteholders shall constitute a group organized in accordance with articles 86 to 98 of the law of August 10, 1915 on Commercial Companies as amended
(the "Law").

According
to these rules, in particular, but not exclusively, one or more representatives of the Noteholders' group may be appointed at the time of the issue by the Company or, during
the term of
the Notes, by the general meeting of Noteholders, in accordance with article 87 of the Law. The representative will have the powers and responsibilities as set forth in articles 88, 89 and 90
of the Law.

The
rules of conduct of the general meeting of Noteholders will be governed by articles 91 to 94-4 and article 94-8 of the Law.

The
Noteholders will have the rights and actions as determined by articles 94-5 to 94-7 of the Law.

15    Governing Law

The Notes are governed by, and shall be construed in accordance with, the law of the Grand Duchy of Luxembourg.

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