EU Blocking Regulation Clause Samples

EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. If the foregoing correctly sets forth the understanding between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Representatives, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Representatives, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, severally (and not jointly or jointly and severally). Very truly yours, For and on behalf of By: Name: Title: For and on behalf of Name: Title: For and on behalf of (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of (incorporated in Delaware, U.S.A. with limited liability) Name: Title: For and on behalf of (incorporated in Delaware, U.S.A. with limited liability) (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of Name: Title: For and on behalf of (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of UBS AG Hong Kong Branch2 Name: Title: Name: Title: 2 UBS AG is incorporated in Switzerland with limited liability. For and on behalf of UBS AG Hong Kong Branch3 (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: Name: Title: 3 UBS AG is incorporated in Switzerland with limited liability. For and on behalf of Name: Title: For and on behalf of Name: Title: For and on behalf of Name: Title: Name: Title: For and on behalf of Name: Title: For and on behalf of Name: Title: For and on be...

EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained Schedule III clause (gg) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union or the United Kingdom.

EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained Section 1(jj) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the International Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the International Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the International Underwriters is pursuant to the authority set forth in a form of Agreement among International Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: Name: Title: Accepted as of the date first written above. For itself and on behalf of each of the International Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C. (Incorporated in Delaware, U.S.A. with limited liability) Name: Title: For itself and on behalf of Name: Title: For itself and on behalf of Name: Title: For itself and on behalf of Name: Title: For itself and on behalf of Name: Title: ▇▇▇▇▇▇▇ Sachs (Asia) L.L.C. UBS AG Hong Kong Branch / UBS Securities LLC China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Asia Limited Citigroup Global Markets Limited BOCI Asia Limited China Renaissance Securities (Hong Kong) Limited CLSA Limited CMB International Capital Limited Mizuho Securities Asia Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C. UBS AG Hong Kong Branch / UBS Securities LLC China International Capital Corporation Hong Kong Securities Limited Citigroup Global Markets Asia Limited Citigroup Global Markets Limited BOCI Asia Limited China Renaissance Securities (Hong Kong) Limited CLSA Limited CMB International Capital Limited Mizuho Securities Asia Limited (1) General Used Free Writing Prospectus(es) (included in the General Disclosure Package)

EU Blocking Regulation. The Obligors and Finance Parties agree and confirm that the representations in clause 19.20 (Sanctions) and the undertakings in clause 22.13 (Sanctions) shall only be given by the Obligors, and the Finance Parties shall only have the benefit of such provisions, to the extent that those provisions would not result in any violation of Council Regulation (EC) 2271/96 and/or any associated and applicable national law, instrument or regulation related thereto. UK-#395507908-v8

EU Blocking Regulation. No provision of paragraph 3(u) of this Agreement shall apply to any person to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or (ii) any similar blocking or anti-boycott law, and paragraphs 5(b) and 5(e) shall be construed accordingly.

EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained Section 1(jj) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union or the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the International Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the International Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the International Underwriters is pursuant to the authority set forth in a form of Agreement among International Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: /s/ Joey Wat Name: Joey Wat Title: Director Accepted as of the date first written above. For themselves and on behalf of each of the International Underwriters (Incorporated in Delaware, U.S.A. with limited liability) By: /s/ ▇▇▇▇▇▇ Maliah Name: ▇▇▇▇▇▇ Maliah Title: Managing Director For themselves and on behalf of each of the International Underwriters By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director For themselves and on behalf of each of the International Underwriters By: /s/ Meng Xianjun Name: Meng Xianjun Title: Executive Director By: /s/ Cai Yulong Name: Cai Yulong Title: Vice President For themselves and on behalf of each of the International Underwriters By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Associate Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C. 20,117,100 3,143,300 Citigroup Global Markets Limited 6,035,130 942,990 CMB International Capital Limited 6,035,130 942,990 UBS AG Hong Kong Branch/UBS Securities LLC 6,035,130 942,990 ABCI Securities Company...

EU Blocking Regulation. Each Underwriter, the Issuer and the Company agrees and confirms that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in sub-clause 1(v) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union or the United Kingdom. Very truly yours, AEGON FUNDING COMPANY LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Vice President AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center Accepted as of the date hereof. By: BofA Securities, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director By: UBS Securities LLC /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Head of Debt Syndicate-Americas /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director By: ▇▇▇▇▇ Fargo Securities, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: ▇.▇. ▇▇▇▇▇▇ Securities LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director By: RBC Capital Markets, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BofA Securities, Inc. $ 185,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 185,000,000 ▇▇▇▇▇ Fargo Securities, LLC 185,000,000 UBS Securities LLC 185,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 92,500,000 RBC Capital Markets, LLC 92,500,000 1. Final Term Sheet containing the final terms of the Securities substantially as set forth in Schedule I hereto