Common use of France Clause in Contracts

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area, on the date of notification of such approval to the AMF, all in accordance with Articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMF; or • Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities and that such offers, sales and distributions have been and shall be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier .

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of the Designated Securities to the public (xxxxx public à l’épargne) in France in the period beginning (1) when a prospectus in relation to those the Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the such publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFpublication; or • Private placement it has only made and will only make an offer of the Designated Securities to the public in France: France (xxxxx public à l’épargne) and/or it has only required and will only require the admission to trading on Euronext Paris S.A. in circumstances which do not require the publication by the Issue or the Guarantors of a prospectus pursuant to articles L.411-2 and L.412-1 of the French Code monétaire et financier; and otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any the Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities Securities, and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers)parties, and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 and 2, D.411-1 to D.411-3 of the French Code monétaire et financier financier. Each Underwriter has represented and agreed that it has not offered or sold and will not offer or sell any Designated Securities by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, any advertisement, invitation or document relating to the Designated Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”) and each Underwriter has represented and agreed that it will not offer or sell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area, on the date of notification of such approval to the AMF, all in accordance with Articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMF; or • Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities and that such offers, sales and distributions have been and shall be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier financier.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the publication of such prospectus approved by the AMF its approval or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFprospectus; or and • Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities (which has not been submitted to the Autorité des marchés financier), and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier and other applicable regulations.

France. Each of the Underwriters underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1i) when a prospectus Prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the publication of such prospectus approved by the AMF orits approval, or (2ii) when a prospectus Prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFProspectus; or and • Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectusProspectus, any prospectus supplement Prospectus Supplement or any other offering material relating to the Designated Securities (which has not been submitted to the Autorité des marchés financier), and that such offers, sales and distributions have been and shall only be made in France only to (1a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2b) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier and other applicable regulations.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of the Designated Securities to the public (axxxx public à l’épargne) in France in the period beginning (1) when a prospectus in relation to those the Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the such publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFpublication; or • Private placement it has only made and will only make an offer of the Designated Securities to the public in France: France (axxxx public à l’épargne) and/or it has only required and will only require the admission to trading on Euronext Paris S.A. in circumstances which do not require the publication by the Issue or the Guarantors of a prospectus pursuant to articles L.411-2 and L.412-1 of the French Code monétaire et financier; and otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any the Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities Securities, and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers)parties, and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 2, D.411-1 and D.411-1 2 of the French Code monétaire et financier financier. Each Underwriter has represented and agreed that it has not offered or sold and will not offer or sell any Designated Securities by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, any advertisement, invitation or document relating to the Designated Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”) and each Underwriter has represented and agreed that it will not offer or sell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of the Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those the Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the such publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles L.411-1, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFpublication; or • Private placement it has only made and will only make an offer of the Designated Securities to the public in France: France and/or it has only required and will only require the admission to trading on Euronext Paris S.A. in circumstances which do not require the publication by the Issue or the Guarantors of a prospectus pursuant to articles L.411-2 and L.412-1 of the French Code monétaire et financier; and otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any the Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities (which has not been submitted to the Autorité des marchés financier), and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 2, D.411-1 to D.411-3, D.754-1 and D.411D.764-1 of the French Code monétaire et financier financier. Each underwriter has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”) and each underwriter has represented and agreed that it has not offered or sold and will not offer or sell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of the Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those the Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the such publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles L.411-1, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFpublication; or • Private placement it has only made and will only make an offer of the Designated Securities to the public in France: France and/or it has only required and will only require the admission to trading on Euronext Paris S.A. in circumstances which do not require the publication by the Issue or the Guarantors of a prospectus pursuant to articles L.411-2 and L.412-1 of the French Code monétaire et financier; and otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any the Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities (which has not been submitted to the Autorité des marchés financier), and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 2, D.411-1 to D.411-3, D.754-1 and D.411D.764-1 of the French Code monétaire et financier financier. Each underwriter has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of the Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those the Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the such publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles L.411-1, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMFpublication; or • Private placement it has only made and will only make an offer of the Designated Securities to the public in France: France and/or it has only required and will only require the admission to trading on Euronext Paris S.A. in circumstances which do not require the publication by the Issue or the Guarantors of a prospectus pursuant to articles L.411-2 and L.412-1 of the French Code monétaire et financier; and otherwise, it has not offered or sold and will not offer or sell, directly or indirectly, any the Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities (which has not been submitted to the Autorité des marchés financier), and that such offers, sales and distributions have been and shall only be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 2, D.411-1 to D.411-3, D.754-1 and D.411D.764-1 of the French Code monétaire et financier financier.

France. Each of the Underwriters Dealers and the Issuer has represented each Obligor represents and agreed agrees that: • : (a) Offer to the public in France: it has only made and will only make an offer of Designated Securities Notes to the public (axxxx public à l’épargne) in France in the period beginning (1i) when a prospectus in relation to those Designated Securities Notes has been approved by the Autorité des marchés financiers (“AMF”), on the date of the its publication of such prospectus approved by the AMF or, (2ii) when a prospectus has been approved by the competent authority of another Member State of the European Economic AreaArea which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF, all in accordance with Articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, AMF and ending at the latest on the date which is 12 months after the date of the approval of such prospectus by the Offering Circular, all in accordance with articles L.412-1 and L.621-8 of the French Code monétaire et financier and the Règlement général of the AMF; or • or (b) Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities Notes to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectusOffering Circular, any prospectus supplement the relevant Final Terms or any other offering material relating to the Designated Securities Notes and that such offers, sales and distributions have been and shall will be made in France only to (1a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers)parties, and/or (2b) qualified investors (investisseurs qualifiés)) other than individuals, all as defined in, and in accordance with, Articles articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier financier.

France. Each of the Underwriters and the Issuer The Dealer has represented and agreed each further Dealer appointed under the Programme will be required to represent and agree, that: •  Offer to the public in France: it has only made and will only make an offer of Designated Securities Certificates issued by the Issuer to the public in France in the period beginning (1) when a prospectus in relation on the date of notification to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date ) of the publication approval of such prospectus approved by the AMF or, (2) when a prospectus has been approved Programme by the competent authority of another a Member State of the European Economic AreaEEA or the UK, on the date of notification of such approval to other than the AMF, all in accordance with the Prospectus Regulation, all in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to through L.621-8-3 2 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF(“CMF”), and ending at the latest on the date which is 12 months after the date of the approval of such prospectus by the AMFProgramme; or •  Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities Certificates issued by the Issuer to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Programme, the prospectus, any prospectus supplement applicable Final Terms or any other offering or marketing material relating to the Designated Securities Certificates issued by the Issuer, and that such offers, sales and distributions have been and shall will be made in France only (a) to (1) providers of persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2b) in a transaction that, in accordance with article L.411-2 of the CMF and article 211-2 of the Règlement Général of the AMF, does not constitute a public offer, and/or (c) to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Articles articles L.411-2, D.411-2 et seq. D.744-1, L.411D.754-2 1 and D.411D.764-1 of the French Code monétaire et financier .CMF. The Base Prospectus has been prepared on the basis that Certificates may be directed to any category of potential investors unless specified otherwise in the applicable Final Terms. Each Dealer agrees that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Certificates or possesses or distributes the Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Certificates under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Guarantor nor the Dealer(s) shall have any responsibility therefor. None of the Issuer, the Guarantor nor the Dealer(s) represents that Certificates may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms. [DATE] To: SmartETN P.L.C. (the "Issuer") and: Cirdan Capital Management Ltd (the "Guarantor") Dear Sirs, We refer to the Programme Agreement dated 1 July 2021 (which expression includes the same as it may be amended, supplemented or restated from time to time, the "Programme Agreement") entered into in respect of the above Structured Medium Term Certificate Programme and made between the Issuer, the Guarantor and the Dealers party to it (which agreement, as amended, supplemented or restated from time to time, is referred to as the "Programme Agreement"). We confirm that we are in receipt of the following documents: (a) a copy of the Programme Agreement; and (b) a copy of current versions of all other documents delivered under Schedule 1 to the Programme Agreement as we have requested, and have found them to our satisfaction. For the purposes of the Programme Agreement our notice details are as follows: In consideration of the appointment by the Issuer and the Guarantor of us as a Dealer under the Programme Agreement we undertake, for the benefit of the Issuer and the Guarantor, that we will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement. This letter and any non-contractual obligations arising out of or in connection with this letter are governed by, and shall be construed in accordance with, English law. Yours faithfully, [Name of New Dealer] By: [Cc: [the other Dealers]

France. Each of the Underwriters and the Issuer has represented and agreed that: • Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“"AMF”"), on the date of the publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area, on the date of notification of such approval to the AMF, all in accordance with Articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMF; or • Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities and that such offers, sales and distributions have been and shall be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement d'investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier .

France. Each of the Underwriters and the Issuer has represented and agreed that: • ● Offer to the public in France: it has only made and will only make an offer of Designated Securities to the public in France in the period beginning (1) when a prospectus in relation to those Designated Securities has been approved by the Autorité des marchés financiers (“AMF”), on the date of the publication of such prospectus approved by the AMF or, (2) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area, on the date of notification of such approval to the AMF, all in accordance with Articles L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and the provisions of the Règlement général of the AMF, and ending at the latest on the date which is 12 months after the date of approval of such prospectus by the AMF; or • ● Private placement in France: it has not offered or sold and will not offer or sell, directly or indirectly, any Designated Securities to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus, any prospectus supplement or any other offering material relating to the Designated Securities and that such offers, sales and distributions have been and shall be made in France only to (1) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), and/or (2) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier financier. Each underwriter has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.