EFTA01365789.pdf

Extraordinary Events: New Shares: The definition of "New Shares" in Section 12.10) of the Equity Definitions shall apply provided however that:- (1) if the Exchange mentioned therein is within the United States, the definition of "New Shares" in Section 12.1(i) shall be amended by deleting subsection (i) in its entirety and replacing it with the following: "(i) publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors)": and (2) if the Exchange mentioned therein is within the European Union, the definition of "New Shares" in Section 12.10) shall be amended by deleting subsection (i) in its entirety and replacing it with the following:"(i) pubkcly quoted, traded or listed on any of the exchanges or quotation systems located in United Kingdom, France, Germany, Italy, the Netherlands, Spain, Denmark, Finland, Sweden. Luxembourg. Austria, Ireland, Belgium, Portugal, Norway or Switzerland". Consequences of Merger Events: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Modified Calculation Agent Adjustment (c) Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Modified Calculation Agent Adjustment (c) Share-for-Combined: Modified Calculation Agent Adjustment Composition of Combined Inapplicable Consideration: Nationalisation, Insolvency or De - Cancellation and Payment (Calculation Agent Determination) listing: Delisting: In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions and for the avoidance of doubt, it will constitute a De-listing if (1) the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors): and (2) the Exchange is located within the European Union, and the Shares are not immediately re-listed, re-traded or re-quoted on any of the exchanges or quotation systems in Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden. Switzerland or the United Kingdom. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056902 CONFIDENTIAL SDNY_GM_00203086 EFTA01365789