EFTA01459902.pdf

Extraordinary Events: New Shares: The definition of "New Shares" in Section 12.1(i) of the Equity Defiritfons shall apply provided however that:- (1) if the Exchange mentioned therein is within the United States, the definition of "New Shares" in Section 12.10) shalt 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 Umon, the definition of "New Shares" in Section 12.1(1) shall be amended by deleting subsection (I) In its entirety and replacing it with the foliow:ng: (I) publicly quoted, traded or listed on any of the exchanges or quotation systems located In Ur,led Kingdom, France, Germany, Italy, the Netherlands, Spain, Denmark, Finland, Sweden, Luxembourg, Austria, Ireland. Belgium, Portugal, Norway or Swilzerland"_ 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 Do - 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 Markel System (or their respective successors); and (2) the Exchange Is located within the European Union, and the Shares are not Immedlatety 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-0120666 CONFIDENTIAL SDNY_GM_00266850 EFTA01459902