4. Selling Restrictions: See Annex 1
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Recent Developments
On May 2, 2007, we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 with the SEC. We are not current in our SEC reporting requirements because we have not filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. See “Risk Factors – Lack of Current Financial Information about Fannie Mae” in our Offering Circular.
Form 8-Ks that we file with the SEC prior to the
completion of the offering of the Notes are incorporated by reference in
the Offering Circular. This means that we are disclosing information
to you by referring you to those documents. You should refer to “Additional
Information about Fannie Mae” in the Offering Circular for further details
on the information that we incorporate by reference in the Offering Circular
and where to find it.
ANNEX 1
Selling Restrictions
The Notes may be offered or sold only where it is legal to do so. The Dealers have represented to Fannie Mae and agreed that they will comply with all applicable laws and regulations in each jurisdiction in which they may purchase, offer, sell or deliver the Notes or distribute the Offering Circular or this Pricing Supplement. The selling restrictions applicable to the European Economic Area and other jurisdictions where the Notes may be sold are set forth in Appendix E of the Offering Circular.
The European Economic Area selling restrictions are as follows:
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer has represented and agreed, and each further Dealer appointed under the Universal Debt Facility will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Debt Securities to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Debt Securities to the public in that Relevant Member State:
(a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Debt Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;
(b) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
(d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Debt Securities to the public” in relation to any Debt Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Debt Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Debt Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
