Common use of European Economic Area Clause in Contracts

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. (i) Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time (1) to any legal entity which is a qualified investor as defined in the Prospectus Directive. , (2) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision from the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospective Directive, subject to obtaining the prior consent of Citigroup Global Markets Inc. for any such offer, or (3) in any other circumstances falling within Article 3(2) of the Prospectus Directive that does not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. (ii) For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each Relevant Member State and the State. The expression 2010 PD Amending Directive means Directive 2010/73/EU. . (iii) This EEA European Economic Area selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. United Kingdom Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx Axx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).. France No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder. Hong Kong Each Underwriter:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made contemplated by the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State prior to other than any offers in the publication of a prospectus in relation to such Securities that United Kingdom from the time the UKLA Prospectus has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State UK Listing Authority and notified to the competent authority in that Relevant Member State, all published in accordance with the Prospectus DirectiveDirective until such later date as the Province may permit, and provided that the Province has consented in writing to use of the UKLA Prospectus for any such offers, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that relevant member state Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made contemplated by the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended), including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant the Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Designated Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Designated Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State of any Securities may be made at any time time: • to any legal entity which is a qualified investor as defined in the Prospectus Directive; • to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or • in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive. provided that no such offer of the Designated Securities referred to above shall require the Issuer or the Guarantors or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Designated Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the State. The expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Managers represents, warrants and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this offering may not be made Notes in that the Relevant Member State prior to the publication of a prospectus in relation to such Securities except that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatit may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Bank for any such offer; (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Notes referred to in (b) or (c) above shall require the Bank or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and State; the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each the Relevant Member State State; and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that relevant member state Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made contemplated by the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State prior to the publication of a prospectus in relation to such Securities except that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatit may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended), including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant the Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees The Prospectus Supplement has been prepared on the basis that any offer of Securities in relation to each any Member State of the European Economic Area which has implemented (“EEA”) will be made pursuant to an exemption under the Prospectus Directive (eachRegulation from the requirement to publish a prospectus for offers of Securities. Accordingly, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), any person making or intending to make an offer to in the public EEA of any Securities which are the subject of this offering the offers contemplated in the Prospectus Supplement may not be made only do so to legal entities which are qualified investors as defined in the Prospectus Regulation, provided that Relevant Member State prior no such offer of Securities shall require the Republic or any of the Underwriters to the publication of publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such Securities that has been approved by offer. Neither the competent authority in that Relevant Member State orRepublic nor the Underwriters have authorized, where appropriatenor do they authorize, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State making of any offer of Securities may be made at any time to any legal entity which is not a “qualified investor investor” as defined in the Prospectus DirectiveRegulation. Neither the Republic nor the Underwriters have authorized, nor do they authorize, the making of any offer of Securities through any financial intermediary, other than offers made by the Underwriters, which constitute the final placement of the Securities contemplated in the Prospectus Supplement. Each Underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the EEA. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of MiFID II; and (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the expression an “offer IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4 (1) of MiFID II. Each person in the EEA who receives any communication in respect of, or who acquires any Securities under, the offers to the publicpublic contemplated in the Prospectus Supplement, or to whom the Securities are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each Underwriter and the Republic that it and any person on whose behalf it acquires Securities is: (1) a “qualified investor” in relation to any Securities in any Relevant Member State means within the communication in any form and by any means meaning of sufficient information on the terms Article 2(e) of the offer Prospectus Regulation; and any Securities to be offered so (2) not a “retail investor” (as to enable an investor to decide to purchase any Securitiesdefined above). In this section, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus DirectiveRegulation” means Directive 2003/71/EC Regulation (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateEU) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU2017/1129 (as amended or superseded). This EEA The above selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in relation to each Member State of the European Economic Area which has implemented (the Prospectus “EEA”). For these purposes, (A) the expression “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (eachEU) 2016/97 (as amended, a the “Relevant Member StateInsurance Distribution Directive”), with effect from and including the date on which the Prospectus Directive is implemented where that customer would not qualify as a professional client as defined in that relevant member state point (the “Relevant Implementation Date”), an offer to the public 10) of any Securities which are the subject Article 4(1) of this offering may MxXXX XX; or (iii) not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provisionRegulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and (B) the expression an “offer to the public” in relation to any Securities in any Relevant Member State means offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Securities, as retail investor in the same EEA may be varied unlawful under the PRIIPs Regulation. Any offer of Securities in that Member State by any measure implementing member state of the EEA will be made pursuant to an exemption under the Prospectus Directive in that Member State and Regulation from the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, requirement to the extent implemented publish a prospectus for offers of Securities in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out belowEEA. Each Underwriter represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom (the “UK”). For these purposes, (A) the expression “retail investor” means a person who is one (or more) of: (i) 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 (as amended, “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), 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) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Supplement Regulation”) and accompanying (B) the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Any offer of Securities in the UK will be made pursuant to an exemption under the UK Prospectus relating Regulation from the requirement to this offering is publish a prospectus for offers of Securities in the UK. The Prospectus and any other material in relation to the Securities will only being be distributed to, and is directed only directed at, persons in the United Kingdom that who are “qualified investors within investors” (as defined in the meaning of Article 2(1)(e) of the UK Prospectus Directive that Regulation who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) ), or (ii) high net worth entities, and entities or other persons to whom it may lawfully be communicated, falling within Article Articles 49(2)(a) to (d) of the Order Order, or (iii) persons to whom it would otherwise be lawful to distribute it, all such persons together being referred to as “Relevant Persons”).. In the UK, the Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. In addition, each Underwriter, severally and not jointly, has represents and agrees, and each further underwriter will be required to represent and agree, that:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Designated Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Designated Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State of any Securities may be made at any time time: • to any legal entity which is a qualified investor as defined in the Prospectus Directive; • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or • in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive. provided that no such offer of the Designated Securities referred to above shall require the Issuer or the Guarantors or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Designated Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the State. The expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, that an offer to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive if they have been implemented in the Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of Citigroup Global Markets Inc. for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of any Securities (under (a) to (c)) shall require Uruguay or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Designated Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Designated Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State of any Securities may be made at any time time: • to any legal entity which is a qualified investor as defined in the Prospectus Directive; • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or • in any other circumstances which do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. provided that no such offer of the Designated Securities referred to above shall require the Issuer or the Guarantors or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Designated Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the State. The expression “2010 PD Amending Directive Directive” means Directive 2010/730000/00/EU. This EEA selling restriction is in addition to any other selling restrictions set out belowXX. Each Underwriter represents of the Underwriters has represented and agrees that the Prospectus Supplement agreed that, it has only communicated or caused to be communicated and accompanying Prospectus relating will only communicate or cause to this offering is only being distributed to, and is only directed at, persons be communicated any invitation or inducement to engage in the United Kingdom that are qualified investors investment activity (within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) section 21 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “OrderFSMA”) received by it in connection with the issue or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (dsale of any Designated Securities in circumstances in which section 21(1) of the Order (FSMA does not apply to the Issuer or the Guarantors and that it has complied and will comply with all such persons together being referred applicable provisions of the FSMA with respect to as “Relevant Persons”)anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of the offering contemplated by this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer Agreement to the public in that Relevant Member State of any Securities may be made at any time other than: (A) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (B) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by us for any such offer; or (C) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of the Securities shall require the Company, any Guarantor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection 1(b)(i), the expression “an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member States) and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees, severally and not jointly, that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State of any Securities may be made at any time time: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which is has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €443,000,000 and (3) an annual net turnover of more than €450,000,000, as shown in its last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investor investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or (D) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each The Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each The Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents The Underwriters represent and agrees agree that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx Axx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees, severally and not jointly, that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State of any Securities may be made at any time time: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which is has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investor investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or (D) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that relevant member state Member State (the “"Relevant Implementation Date”), ") it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made contemplated by the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “"offer of Securities to the public” " in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “"Prospectus Directive” " means Directive 2003/71/EC (and amendments theretoas amended), including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant the Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Designated Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Designated Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State of any Securities may be made at any time time: • to any legal entity which is a qualified investor as defined in the Prospectus Directive; • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or • in any other circumstances which do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. provided that no such offer of the Designated Securities referred to above shall require the Issuer or the Guarantors or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Designated Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the State. The expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. United Kingdom Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).. France No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder. Hong Kong Each Underwriter:

European Economic Area. Each Underwriter represents The Remarketing Agents represent and agrees agree that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Remarketed Securities which are the subject of this offering remarketing may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Remarketed Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Remarketed Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Remarketed Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Remarketed Securities to be offered so as to enable an investor to decide to purchase any Remarketed Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter Remarketing Agent represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering remarketing is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and of the Underwriters agrees that with the Company that, in relation to each Member State of the European Economic Area which that has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which preferred shares and ADSs that are the subject of the offering contemplated by this offering prospectus supplement to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that the preferred shares and ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, that an offer of preferred shares and ADSs to the public in that Relevant Member State of any Securities may be made at any time under the following exceptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (A) to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which is that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investor investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the other underwriters; or (D) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this provision, the expression “an “offer of preferred shares or ADSs to the public” in relation to any Securities preferred shares and ADSs in any Relevant Member State means the communication to persons in any form and by any means of sufficient information on the terms of the offer and any Securities the preferred shares and ADSs to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the preferred shares and ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State State, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx Axx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents The Underwriters represent and agrees agree that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Agent, on behalf of itself and each of its affiliates that participates in the initial distribution of the Notes, represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities Notes which are the subject of this the offering may not be made contemplated by the Preliminary Prospectus and the Prospectus to the public in that Relevant Member State prior to the publication of a prospectus in relation to such Securities except that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatit may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State of any Securities may be made State: (i) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Agent or Agents nominated by the Province for any such offer; or (iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Notes referred to in (i) to (iii) above shall result in a requirement for the publication by the Province or the Agents of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “"Relevant Member State”"), each of the Banks has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State, (the “"Relevant Implementation Date”" ), none of them has made and none of them will make an offer of notes to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to other than the publication of a prospectus offers contemplated in relation to such Securities that the Offering Circular from the time the Offering Circular has been approved by the relevant competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and published and notified to the relevant competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive. , (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Joint Lead Managers, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes will require the Issuer or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. (b) For the purposes of this provision, the expression an “"offer of notes to the public” in relation " with respect to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and State, the expression “"Prospectus Directive” " means Directive 2003/71/EC (and amendments theretoas amended, including the 2010 PD Amending Directiveby Directive 2010/73/EU), to the extent implemented in the relevant member state) and includes any relevant implementing measure in each the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and of the Underwriters agrees that with the Company that, in relation to each Member State of the European Economic Area which that has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering Shares may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that the Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, that an offer of Shares to the public in that Relevant Member State of any Securities may be made at any time under the following exceptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (A) to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which is that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (C) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the Amending Directive, 150 natural or legal persons (other than qualified investor investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the other underwriters; or (D) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this provision, the expression “an “offer of Shares to the public” in relation to any Securities preferred shares in any Relevant Member State means the communication to persons in any form and by any means of sufficient information on the terms of the offer and any Securities the Shares to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and State; the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each Relevant Member State State; and the expression 2010 PD “Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Designated Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Designated Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State of any Securities may be made at any time time: • to any legal entity which is a qualified investor as defined in the Prospectus Directive; • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or • in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive. provided that no such offer of the Designated Securities referred to above shall require the Issuer or the Guarantors or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Designated Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the State. The expression “2010 PD Amending Directive Directive” means Directive 2010/730000/00/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)XX.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from each of the parties warrants to each other that it has not made and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), will not make an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that the New Shares, Nil Paid Rights and/or Fully Paid Rights which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that the Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, that it may make an offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which is has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a qualified investor total balance sheet of more than €43,000,000; and (iii) an annual turnover of more than €50,000,000, as defined shown in its last annual or consolidated accounts; and (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, subject to obtaining the prior consent of the Joint Global Co-ordinators for any such offer, provided that no such offer of New Shares, Nil Paid Rights and/or Fully Paid Rights shall result in a requirement for the publication by the Company or any Bank of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression “an “offer of any New Shares, Nil Paid Rights and/or Fully Paid Rights to the public” in relation to any Securities New Shares, Nil Paid Rights and/or Fully Paid Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities New Shares, Nil Paid Rights and/or Fully Paid Rights to be offered so as to enable an investor to decide to purchase subscribe for any SecuritiesNew Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each The Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each The Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).. No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; the Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. The Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder. The Underwriter:

European Economic Area. Each Underwriter represents Prior to the issue of any Tranche of Notes under the Programme, the Dealers who has (or will have) agreed to place that Tranche of Notes will be required to represent and agrees that agree that, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, each a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of any of such Notes to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior except that it may, with effect from and including the Relevant Implementation Date, make an offer of any of such Notes to the public in that Relevant Member State: in the period beginning on the date of publication of a prospectus in relation to such Securities that those Notes which has been approved by the competent authority in that Relevant Member State orin accordance with the Prospectus Directive and/or, where appropriate, approved published in another Relevant Member State and notified to the competent authority in that Relevant Member State, all State in accordance with Article 18 of the Prospectus Directive, except that, with effect from Directive and including ending on the Relevant Implementation Date, an offer to date which is 12 (twelve) months after the public in that Relevant Member State date of any Securities may be made such publication; at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; at any time to fewer than 100 (one hundred) or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 (one hundred and fifty), natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealers or Dealers nominated by the Issuer for any such offer; or at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, thereto including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is Prior to the issue of any Tranche of Notes under the Programme, any Dealer who has (or will have) agreed to place that Tranche of Notes will be required to represent and agree that: in addition relation to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive Notes in that are also Tranche which have a maturity of less than one year, (i) investment professionals falling within Article 19(5it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any of such Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of such Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 Act, 2000 (the “Order”FSMA) by the Issuer; it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (iiwithin the meaning of Section 21 of the FSMA) high net worth entities, and other persons to whom received by it may lawfully be communicated, falling within Article 49(2)(a) to (din connection with the issue or sale of any of the Notes in that Tranche in circumstances in which Section 21(1) of the Order (FSMA does not apply to the Issuer; and it has complied and will comply with all such persons together being referred applicable provisions of the FSMA with respect to as “Relevant Persons”)anything done by it in relation to any of the Notes in that Tranche in, from or otherwise involving the United Kingdom.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area (each, a “Member State”) which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities Notes which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer Agreement to the public in that Relevant Member State of any Securities may be made at any time other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive provided that no such offer of Notes shall require the Republic or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provisionthe foregoing, the expression an “offer of Notes to the public” in relation to any Securities Notes in any Relevant Member State State, means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the European Prospectus Directive (each, a “Relevant Member State”"RELEVANT MEMBER STATE"), each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, has represented and agreed that with effect from and including the date on which the European Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), "RELEVANT IMPLEMENTATION DATE") it has not made and will not make an offer of Securities to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such the Securities that which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the European Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State of any Securities may be made at any time time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which is has two or more of (1) an average of at least 250 employees during the last financial year; (2) a qualified investor total balance sheet of more than E43,000,000 and (3) an annual net turnover of more than E50,000,000, as defined shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the Province of a prospectus pursuant to Article 3 of the European Prospectus Directive. For the purposes of this provision, the expression an “"offer of Securities to the public” " in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the European Prospectus Directive in that Member State and the expression “Prospectus Directive” "EUROPEAN PROSPECTUS DIRECTIVE" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”)State.

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer Notes to the public in that Relevant Member State of any Securities may be made at any time other than: · to any legal entity which is a “qualified investor investors” as defined in the Prospectus Directive; · to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or · in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Notes shall require ConocoPhillips or CPCo or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities the Notes to be offered so as to enable an investor to decide to purchase any Securitiesor subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member stateRelevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition The Notes may be sold only to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating purchasers purchasing, or deemed to this offering is only being distributed tobe purchasing, and is only directed at, persons in the United Kingdom as principal that are qualified investors within the meaning of Article 2(1)(eaccredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Prospectus Directive that Securities Act (Ontario), and are also (i) investment professionals falling within Article 19(5) permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Financial Services and Markets Xxx 0000 Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (Financial Promotion) Order 2005 (NI 33-105), the “Order”) or (ii) high net worth entities, and other persons underwriters are not required to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of the Order (all such persons together being referred to as “Relevant Persons”)Notes.

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “Relevant Implementation Date”), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter Underwriters represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made in that Relevant Member State prior contemplated by the Preliminary Final Prospectus and the Final Prospectus to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority public in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe for the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Underwriters has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer to the public of any Securities which are the subject of this the offering may not be made in that Relevant Member State prior contemplated by the Preliminary Final Prospectus and the Final Prospectus to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority public in that Relevant Member State, all in accordance with the Prospectus Directive, except thatthat it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State of any Securities may be made at any time State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Province for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Province or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any the Securities to be offered so as to enable an investor to decide to purchase any or subscribe the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out below. Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).