Non-U.S. qualified offeree means:
(i) in relation to any investor in the European Economic Area (the EEA), a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended or superseded) that is not a retail investor. For these purposes, a retail investor means a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
MiFID II); or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
(ii) in relation to any investor in the United Kingdom, a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 that is not a retail investor and that (a) has professional experience in matters relating to investments and qualifies as an investment professional within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order), (b) is a person falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Financial Promotion Order, or (c) is a person to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000, as amended
(the FSMA)) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons). For these purposes, a retail
investor means a person who is one (or more) of: (x) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(EUWA); or (y) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) any
entity outside the U.S., the EEA and the United Kingdom to whom the Exchange Offer may be made in compliance with all applicable laws and regulations of any applicable jurisdiction without registration of the Exchange Offer or any related filing or
approval.
####
Cautionary Statement Regarding Forward-Looking Statements
In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Offers. These forward-looking
statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as will, may, should, continue, anticipate,
assume, believe, expect, plan, appear, project, estimate, hope, intend,