Common use of EU Blocking Regulation Clause in Contracts

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/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Vice President [Signature Page to the Underwriting Agreement] AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center [Signature Page to the Underwriting Agreement] Accepted as of the date hereof. By: BofA Securities, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director By: UBS Securities LLC /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Head of Debt Syndicate-Americas /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By: RBC Capital Markets, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE II Underwriters Principal Amount of Securities to be Purchased BofA Securities, Inc. $ 185,000,000 Xxxxxx Xxxxxxx & Co. LLC 185,000,000 Xxxxx Fargo Securities, LLC 185,000,000 UBS Securities LLC 185,000,000 X.X. Xxxxxx Securities LLC 92,500,000 RBC Capital Markets, LLC 92,500,000 Total $ 925,000,000 SCHEDULE III Free Writing Prospectus filed with the Commission under Rule 433

EU Blocking Regulation. Each Underwriter, the Issuer International Underwriter and the Company agrees agree and confirms 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 sub-clause 1(vSection 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, AEGON FUNDING COMPANY LLC Yum China Holdings, Inc. By: /s/ Xxx Xxxxxxx Joey Wat Name: Xxx Xxxxxxx Joey Wat Title: Executive Vice President [Signature Page to the Underwriting Agreement] AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center [Signature Page to the Underwriting Agreement] Director Accepted as of the date hereoffirst written above. By: BofA SecuritiesFor themselves and on behalf of each of the International Underwriters Xxxxxxx Xxxxx (Asia) L.L.C. (Incorporated in Delaware, Inc. U.S.A. with limited liability) By: /s/ Xxxxxx X. Xxxxxx Maliah Name: Xxxxxx X. Xxxxxx Maliah Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC For themselves and on behalf of each of the International Underwriters Citigroup Global Markets Asia Limited By: /s/ Ian Drewe Xxxxxxxxxxx Xxxxxxxxx Name: Ian Drewe Xxxxxxxxxxx Xxxxxxxxx Title: Managing Director [Signature Page to International Underwriting Agreement] Citigroup Global Markets Limited By: /s/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: Managing Director For themselves and on behalf of each of the International Underwriters CMB International Capital Limited 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 UBS Securities LLC AG Hong Kong Branch By: /s/ Xxxx X. Xxxxxxx Xxxx Name: Xxxx X. Xxxxxxx Title: Head of Debt Syndicate-Americas /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Xxxx Title: Director By: X.X. Xxxxxx UBS Securities LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Title: Executive Associate Director By: RBC Capital Markets, LLC By: /s/ Xxxxx Xxxxx Xxxx Name: Xxxxx Xxxxx Xxxx Title: Managing Associate Director SCHEDULE II Underwriters Principal Amount I International Underwriter Total Number of Securities Firm Shares to be Purchased BofA Securities, Inc. $ 185,000,000 Xxxxxx Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx & Co. LLC 185,000,000 Xxxxx Fargo Securities, LLC 185,000,000 (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 185,000,000 X.X. Xxxxxx 6,035,130 942,990 ABCI Securities LLC 92,500,000 RBC Company Limited 287,388 44,904 AMTD Global Markets Limited 287,387 44,905 BOCI Asia Limited 287,387 44,905 China International Capital Markets, LLC 92,500,000 Corporation Hong Kong Securities Limited 287,387 44,904 CLSA Limited 287,387 44,904 The Hongkong and Shanghai Banking Corporation Limited 287,387 44,904 ICBC International Securities Limited 287,387 44,904 Total $ 925,000,000 40,234,200 6,286,600 SCHEDULE III Free Writing Prospectus filed with the Commission under Rule 433II

EU Blocking Regulation. Each Underwriter, the Issuer International Underwriter and the Company agrees Company, to the extent that is subject to EU Blocking Regulation (as defined below), agree and confirms 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 sub-clause 1(vSection 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 Union. If the United Kingdomforegoing 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, AEGON FUNDING COMPANY LLC New Oriental Education & Technology Group Inc. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Vice President [Signature Page to the Underwriting Agreement] AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center [Signature Page to the Underwriting Agreement] Accepted as of the date hereoffirst written above. For itself and on behalf of each of the International Underwriters Credit Suisse (Hong Kong) Limited By: BofA Securities, Inc. Name: Title: For itself and on behalf of each of the International Underwriter Xxxxxxx Xxxxx (Asia Pacific) Limited By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director For itself and on behalf of each of the International Underwriter UBS AG Hong Kong Branch By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director By: For itself and on behalf of UBS Securities LLC /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Head of Debt Syndicate-Americas /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director For itself and on behalf of Xxxxxxx Xxxxx Far East Limited By: RBC Capital Markets, LLC Name: Title: For itself and on behalf of UBS Securities Hong Kong Limited By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE II Underwriters Principal Amount I-A THE UNDERWRITERS AND TOTAL UNDERWRITING COMMITMENT Underwriter Total Number of Securities Firm Shares and Hong Kong Offer Shares to be Purchased BofA Percentage Credit Suisse (Hong Kong) Limited [•] [•] Xxxxxxx Xxxxx (Asia Pacific) Limited [•] [•] 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 [•] [•] CLSA Limited [•] [•] ABCI Securities Company Limited [•] [•] BOCI Asia Limited [•] [•] CCB International Capital Limited [•] [•] CMB International Capital Limited [•] [•] The Hongkong and Shanghai Banking Corporation Limited [•] [•] ICBC International Securities Limited [•] [•] Macquarie Capital Limited [•] [•] Nomura International (Hong Kong) Limited [•] [•] Starwin Financial Group Limited [•] [•] US Tiger Securities, Inc. $ 185,000,000 Xxxxxx [•] [•] Total 8,510,000 100 SCHEDULE I-B COMMITMENT OF INTERNATIONAL UNDERWRITERS AND HONG KONG UNDERWRITERS Underwriter Firm Shares to be Purchased Hong Kong Offer Shares to be Purchased Credit Suisse (Hong Kong) Limited [•] [•] Xxxxxxx & Co. LLC 185,000,000 Xxxxx Fargo Securities, LLC 185,000,000 (Asia Pacific) Limited [•] [•] UBS AG Hong Kong Branch / UBS Securities LLC 185,000,000 X.X. Xxxxxx [•] [•] China International Capital Corporation Hong Kong Securities LLC 92,500,000 RBC Limited [•] [•] Citigroup Global Markets Asia Limited / Citigroup Global Markets Limited [•] [•] CLSA Limited [•] [•] ABCI Securities Company Limited [•] [•] BOCI Asia Limited [•] [•] CCB International Capital MarketsLimited [•] [•] CMB International Capital Limited [•] [•] The Hongkong and Shanghai Banking Corporation Limited [•] [•] ICBC International Securities Limited [•] [•] Macquarie Capital Limited [•] [•] Nomura International (Hong Kong) Limited [•] [•] Starwin Financial Group Limited [•] [•] US Tiger Securities, LLC 92,500,000 Inc. [•] [•] Total $ 925,000,000 7,999,400 510,600 SCHEDULE III Free Writing Prospectus filed with the Commission under Rule 433II

EU Blocking Regulation. Each Underwriter, the Issuer International Underwriter and the Company agrees agree and confirms 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 sub-clause 1(vSection 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 Union. If the United Kingdomforegoing 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, AEGON FUNDING COMPANY LLC ZTO Express (Cayman) Inc. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Vice President [Signature Page to the Underwriting Agreement] AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center [Signature Page to the Underwriting Agreement] Accepted as of the date hereoffirst written above. For itself and on behalf of each of the International Underwriters Xxxxxxx Xxxxx (Asia) L.L.C. (Incorporated in Delaware, U.S.A. with limited liability) By: BofA Securities, Inc. Name: Title: For itself and on behalf of UBS AG Hong Kong Branch By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director By: For itself and on behalf of UBS Securities LLC /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Head of Debt Syndicate-Americas /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director For itself and on behalf of China International Capital Corporation Hong Kong Securities Limited By: RBC Capital Markets, LLC Name: Title: For itself and on behalf of Citigroup Global Markets Limited By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE II Underwriters Principal Amount I-A THE UNDERWRITERS AND TOTAL UNDERWRITING COMMITMENT Underwriter Total Number of Securities Firm Shares and Hong Kong Offer Shares to be Purchased BofA Securities, Inc. $ 185,000,000 Xxxxxx Percentage Xxxxxxx & Co. LLC 185,000,000 Xxxxx Fargo Securities, LLC 185,000,000 Sachs (Asia) L.L.C. UBS AG Hong Kong Branch / UBS Securities LLC 185,000,000 X.X. Xxxxxx 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 Total 45,000,000 100 SCHEDULE I-B COMMITMENT OF INTERNATIONAL UNDERWRITERS AND HONG KONG UNDERWRITERS Underwriter Firm Shares to be Purchased Hong Kong Offer Shares to be Purchased Xxxxxxx Xxxxx (Asia) L.L.C. UBS AG Hong Kong Branch / UBS Securities LLC 92,500,000 RBC China International Capital Markets, LLC 92,500,000 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 Total $ 925,000,000 42,750,000 2,250,000 SCHEDULE III Free Writing Prospectus filed with the Commission under Rule 433II