Common use of Procedure for exercise of Conversion Rights Clause in Contracts

Procedure for exercise of Conversion Rights. Conversion Rights may be exercised by a Bondholder (provided that the relevant Conversion Date falls during the Conversion Period) by delivering the relevant Bond Certificate to the Issuer accompanied by a Conversion Notice. The conversion date in respect of a Bond (the “Conversion Date”) shall be the business day in London and New York on the date of the delivery (or deemed delivery) of the relevant Conversion Notice and Bond Certificate as provided in this Condition 6.10 and shall be deemed to be the date on which the Conversion Right is exercised in respect of such Bond. If such delivery is made after 5.00p.m. London time or on a day which is not a London and New York business day, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following London and New York business day. Conversion Rights may only be exercised in respect of the whole of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The Issuer shall pay all capital, stamp, issue and registration and transfer taxes and duties assessable or payable in the United Kingdom or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement. If the Issuer fails to pay any Specified Taxes assessable or payable in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement, the relevant Bondholder shall be entitled to tender and pay the same and the Issuer, as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any interest and penalties payable and documented costs incurred in respect thereof. A Bondholder exercising Conversion Rights must pay directly to the relevant authorities of a relevant jurisdiction any capital, stamp, issue, registration and transfer taxes and duties arising on the exercise of Conversion Rights excluding any Specified Taxes (which shall be payable by the Issuer). A Bondholder must also pay, or procure the payment of, all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Bond or interest therein in connection with the exercise of Conversion Rights by it. Any such capital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereof. For the avoidance of doubt, the Calculation Agent shall not be responsible for determining whether any Specified Taxes or Bondholder Taxes are payable or the amount thereof and shall not be responsible or liable for any failure by the Issuer to pay such Specified Taxes or by a Bondholder to pay such Bondholder Taxes. ADSs to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSs) will be issued or delivered in uncertificated form through DTC to its direct and indirect participants to the account specified by the relevant Bondholder in the Payment Details, unless at the relevant time the ADSs (including Additional ADSs) are not a participating security in DTC, in which case the Deliverable ADSs (including Additional Deliverable ADSs) will be issued or delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) are to be issued or transferred and delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London and New York business days following the relevant Conversion Date or, in the case of any Additional ADSs, not later than four London and New York business days following the relevant Reference Date. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant ADSs received pursuant to the exercise of its Conversion Right and is not an officer, director (or person performing similar functions) or other affiliate of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates of the Issuer, and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond Agreement, the Issuer will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation to each ADS Settlement. Notwithstanding any other provisions of these Conditions, a Bondholder exercising Conversion Rights following a Change of Control Conversion Right Amendment as EMEA 149041286 76 described in Condition 11(b)(vii) will be deemed, for the purposes of these Conditions, to have received the ADSs to be issued or transferred and delivered arising on conversion of its Bonds in the manner provided in these Conditions, and have exchanged such ADSs for the consideration that it would have received therefor if it had exercised its Conversion Right in respect of such Bonds at the time of the occurrence of the relevant Change of Control.

Procedure for exercise of Conversion Rights. The Conversion Rights Right may be exercised by a Bondholder (provided that the relevant Conversion Date falls during the Conversion Period) Period by delivering the relevant Bond Certificate to the Issuer specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice. The conversion date in respect of a Bond (the “Conversion Date”) shall be in the business day in London form (for the time being current) obtainable from any Paying, Transfer and New York on the date of the delivery (or deemed delivery) of Conversion Agent. In the relevant Conversion Notice the Bondholder is required to designate, inter alia, details of the Iberclear account and Bond Certificate as provided the name or names in this Condition 6.10 and which any newly-issued Ordinary Shares shall be deemed issued and registered (or, in the case of existing Ordinary Shares, credited). Conversion Rights shall be exercised subject in each case to be any applicable fiscal or other laws or regulations applicable in the date on jurisdiction in which the specified office of the Paying, Transfer and Conversion Right Agent to whom the relevant Conversion Notice is exercised in respect of such Bonddelivered is located. If such delivery is made after 5.00p.m. London time the end of normal business hours or on a day which is not a London business day in the place of the specified office of the relevant Paying, Transfer and New York business dayConversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following London and New York such business day. Any determination as to whether any Conversion Rights may only Notice has been duly completed and properly delivered shall be exercised made by the relevant Paying, Transfer and Conversion Agent and shall, save in respect the case of manifest error, be conclusive and binding on the whole of a BondIssuer, the Paying, Transfer and Conversion Agents and the relevant Bondholder. A Conversion Notice, once delivered, shall be irrevocable. The Issuer conversion date in respect of a Bond (the “Conversion Date”) shall be the Madrid business day immediately following the date of the delivery of such Bond and the Conversion Notice and, if applicable, the making of any payment to be made as provided below. A Bondholder exercising a Conversion Right must pay all directly to the relevant authorities any taxes and capital, stamp, issue and registration and transfer taxes and duties assessable arising on conversion (other than any taxes or capital, stamp, issue or registration taxes or duties payable in the United Kingdom, Luxembourg, Belgium or the Kingdom or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), of Spain in respect of the allotment and issue or and/or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of on such Conversion Right conversion (including any Additional ADSsOrdinary Shares), which shall be paid by the Issuer) and such Bondholder must pay all, if any, taxes arising by reference to any ADS Settlementdisposal or deemed disposal of a Bond or interest therein in connection with such conversion. If the Issuer fails shall fail to pay any Specified Taxes assessable taxes or payable in respect of the capital, or stamp, issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlementregistration taxes or duties payable for which it is responsible as provided above, the relevant Bondholder holder shall be entitled to tender and pay the same and the Issuer, Issuer as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any interest and penalties payable and documented costs incurred in respect thereof. A Bondholder exercising Conversion Rights must pay directly The Issuer may, in its own discretion, decide to the relevant authorities of a relevant jurisdiction any capital, stamp, issue, registration and transfer taxes and duties arising on the exercise of Conversion Rights excluding any Specified Taxes (which shall be payable by the Issuer). A Bondholder must also pay, or procure the payment of, all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Bond or interest therein fulfil its obligations in connection with any Conversion Notice received by the exercise transfer of Conversion Rights by it. Any such capital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereof. For the avoidance of doubt, the Calculation Agent shall not be responsible for determining whether any Specified Taxes or Bondholder Taxes are payable existing Ordinary Shares or the amount thereof allotment and shall not be responsible or liable for any failure by the Issuer issue of new Ordinary Shares and subject always to pay such Specified Taxes or by a Bondholder to pay such Bondholder TaxesCondition 6(h). ADSs Ordinary Shares to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSsOrdinary Shares) will be issued or delivered documented in uncertificated form through DTC to its direct and indirect participants to the account specified a public deed granted by the relevant Bondholder in Issuer before a Spanish notary public to be filed and registered by the Payment DetailsIssuer with the Mercantile Registry of the Issuer’s registered office from time to time and, unless at following such registration, filed with Iberclear. The date upon which the public deed documenting the issuance of new Ordinary Shares (including any Additional Ordinary Shares) is granted before a Spanish notary or the date upon which the Issuer instructs the relevant time depository entity to transfer the ADSs existing Ordinary Shares (including any Additional ADSsOrdinary Shares) are not a participating security in DTC, in which case the Deliverable ADSs (including Additional Deliverable ADSs) will be issued or delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) are to be issued or transferred and delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London and New York business days following account of the relevant Bondholder will be the date upon which the Bonds are converted into Ordinary Shares (the “Share Record Date”). Subject to satisfaction of the foregoing provisions of this Condition 6(g) and subject as provided in the immediately following paragraph, the Issuer shall procure that the Share Record Date will be, in relation to any Conversion Notice: (a) if the Conversion Date (or, in the case of Additional Ordinary Shares in relation to such Conversion Notice, the Reference Date) falls on or prior to the date (in respect of any Conversion Notice, the “Cut-Off Date”) which falls seven Madrid business days prior to the first day of the immediately following calendar month (or, if such day is not a Madrid business day, the following Madrid business day), such first day as aforesaid (or, as the case may be the, the following Madrid business day); or (b) if the Conversion Date (or, in the case of Additional ADSsOrdinary Shares in relation to such Conversion Notice, the Reference Date) falls after the Cut-Off Date in respect of such Conversion Notice, the first day of the 2nd immediately following calendar month (or, if such day is not a Madrid business day, the following Madrid business day). Notwithstanding the provisions of the preceding paragraph, in the case of Conversion Notices delivered in respect of which the Conversion Date falls after the seventh Madrid business day prior to the first day of the month (or, if such day is not a Madrid business day, the next following Madrid business day) in which the Final Maturity Date, the Optional Redemption Date, the Tax Redemption Date or the Put Date falls (as the case may be), the Issuer shall procure that the Share Record Date will be no later than four London the Madrid business day prior to the Final Maturity Date, Optional Redemption Date, Tax Redemption Date or Put Date (as the case may be). On and New York business days from the Share Record Date, subject to the next following sentence, the relevant Reference Bondholder will become entitled to the economic rights of a Shareholder for the purposes of dividend entitlement and otherwise. However, the relevant Bondholder will not be able to transfer newly-issued Ordinary Shares until they have been registered in Iberclear and admitted to listing, or existing Ordinary Shares until they have been credited to the account of the relevant Bondholder or its nominee with Iberclear. The date that the newly-issued Ordinary Shares are registered in, or existing Ordinary Shares are credited to, the account of the relevant Bondholder or its nominee with Iberclear, is referred to herein as the “Registry Date”. The Issuer shall use its reasonable endeavours to register newly-issued Ordinary Shares and have these Ordinary Shares listed and/or admitted to trading on the Relevant Stock Exchange or credit existing Ordinary Shares (as applicable) to the account of the relevant Bondholder or its nominee with Iberclear as soon as practicable but in no event later than 15 Trading Days, in the case of new Ordinary Shares, and five Trading Days, in the case of existing Ordinary Shares, after the relevant Share Record Date. A Bondholder exercising a On or as soon as reasonably practicable after the Share Record Date with respect to any Bonds in respect of which the Conversion Right has been exercised, the Issuer, through the Fiscal Agent, will notify the relevant Bondholder of the Share Record Date and the number of existing Ordinary Shares and/or newly- issued Ordinary Shares (as the case may be) to be required to certify that it will become transferred and/or issued upon such conversion. On or as soon as reasonably practicable after the beneficial owner of any relevant ADSs received pursuant to Registry Date, the exercise of its Conversion Right and is not an officer, director (or person performing similar functions) or other affiliate Fiscal Agent on behalf of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by will notify the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates relevant Bondholder of the Issuer, Registry Date and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond Agreementevent that any newly-issued Ordinary Shares are issued, the Issuer will pay all costs, fees and expenses, including, where relevant, those also notify the relevant Bondholder of the Depositary and any custodian acting on behalf date of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation listing and/or admission to each ADS Settlementtrading. Notwithstanding any other provisions of these Conditions, delivery by a Bondholder exercising of a Conversion Rights following Notice with respect to any Bonds, such Bondholder shall remain a Change of Control Conversion Right Amendment as EMEA 149041286 76 described in Condition 11(b)(vii) will be deemed, Bondholder for the purposes of these Conditions, to have received the ADSs to be issued or transferred and delivered arising on conversion of its Bonds in the manner provided in these Conditions, and have exchanged such ADSs for the consideration that it would have received therefor if it had exercised its Conversion Right in respect of such Bonds at the time of the occurrence of Conditions until the relevant Change of ControlShare Record Date, provided that once Conversion Rights with respect to a Bond have been exercised, such Bond will not be redeemable, subject to this Condition 6(g), on the Final Maturity Date or otherwise.

Procedure for exercise of Conversion Rights. Conversion Rights may be exercised by a Bondholder (provided that the relevant Conversion Date falls during the Conversion Period) by delivering the relevant Bond Certificate to the Issuer accompanied by a Conversion Notice. The conversion date in respect of a Bond (the “Conversion Date”) shall be the business day in London and New York on the date of the delivery (or deemed delivery) of the relevant Conversion Notice and Bond Certificate as provided in this Condition 6.10 and shall be deemed to be the date on which the Conversion Right is exercised in respect of such Bond. If such delivery is made after 5.00p.m. London time or on a day which is not a London and New York business day, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following London and New York business day. Conversion Rights may only be exercised in respect of the whole of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The Issuer shall pay all capital, stamp, issue and registration and transfer taxes and duties assessable or payable in the United Kingdom or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement. If the Issuer fails to pay any Specified Taxes assessable or payable in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement, the relevant Bondholder shall be entitled to tender and pay the same and the Issuer, as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any interest and penalties payable and documented costs incurred in respect thereof. A Bondholder exercising Conversion Rights must pay directly to the relevant authorities of a relevant jurisdiction any capital, stamp, issue, registration and transfer taxes and duties arising on the exercise of Conversion Rights excluding any Specified Taxes (which shall be payable by the Issuer). A Bondholder must also pay, or procure the payment of, all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Bond or interest therein in connection with the exercise of Conversion Rights by it. Any such capital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereof. For the avoidance of doubt, the Calculation Agent shall not be responsible for determining whether any Specified Taxes or Bondholder Taxes are payable or the amount thereof and shall not be responsible or liable for any failure by the Issuer to pay such Specified Taxes or by a Bondholder to pay such Bondholder Taxes. ADSs to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSs) will be issued or delivered in uncertificated form through DTC to its direct and indirect participants to the account specified by the relevant Bondholder in the Payment Details, unless at the relevant time the ADSs (including Additional ADSs) are not a participating security in DTC, in which case the Deliverable ADSs (including Additional Deliverable ADSs) will be issued or delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) are to be issued or transferred and delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London and New York business days following the relevant Conversion Date or, in the case of any Additional ADSs, not later than four London and New York business days following the relevant Reference Date. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant ADSs received pursuant to the exercise of its Conversion Right and is not an officer, director (or person performing similar functions) or other affiliate of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates of the Issuer, and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond Agreement, the Issuer will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation to each ADS Settlement. Notwithstanding any other provisions of these Conditions, a Bondholder exercising Conversion Rights following a Change of Control Conversion Right Amendment as EMEA 149041286 76 described in Condition 11(b)(vii) will be deemed, for the purposes of these Conditions, to have received the ADSs to be issued or transferred and delivered arising on conversion of its Bonds in the manner provided in these Conditions, and have exchanged such ADSs for the consideration that it would have received therefor if it had exercised its Conversion Right in respect of such Bonds at the time of the occurrence of the relevant Change of Control.

Procedure for exercise of Conversion Rights. The Conversion Rights Right may be exercised by a Bondholder (provided that the relevant Conversion Date falls Noteholder during the Conversion Period) Period by delivering the relevant Bond Certificate Note to the Issuer specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice. The conversion date in respect of a Bond (the “Conversion Date”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable in the business day jurisdiction in London and New York on which the date specified office of the delivery (or deemed delivery) of Paying, Transfer and Conversion Agent to whom the relevant Conversion Notice and Bond Certificate as provided in this Condition 6.10 and shall be deemed to be the date on which the Conversion Right is exercised in respect of such Bonddelivered is located. If such delivery is made after 5.00p.m. London time the end of normal business hours or on a day which is not a London business day in the place of the specified office of the relevant Paying, Transfer and New York business dayConversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following London and New York such business day. Conversion Rights may only be exercised in respect of the whole of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The Issuer conversion date in respect of a Note (the “Conversion Date”) shall be the Luxembourg business day immediately following the date of the delivery of the Notes and the Conversion Notice and, if applicable, the making of any payment to be made as provided below. A Noteholder exercising a Conversion Right must pay all directly to the relevant authorities any taxes and capital, stamp, issue and registration and transfer duties arising on conversion (other than any taxes and or capital duties assessable or stamp duties payable in Norway, the United Kingdom Kingdom, Luxembourg or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), Belgium in respect of the allotment and issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Common Shares represented thereby) in respect of the exercise of on such Conversion Right conversion (including any Additional ADSs) and any ADS Settlement. If the Issuer fails to pay any Specified Taxes assessable or payable in respect of the issue or transfer and delivery of any ADSs (including the allotmentCommon Shares), issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement, the relevant Bondholder shall be entitled to tender and pay the same and the Issuer, as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any interest and penalties payable and documented costs incurred in respect thereof. A Bondholder exercising Conversion Rights must pay directly to the relevant authorities of a relevant jurisdiction any capital, stamp, issue, registration and transfer taxes and duties arising on the exercise of Conversion Rights excluding any Specified Taxes (which shall be payable paid by the Issuer). A Bondholder ) and such Noteholder must also pay, or procure the payment of, pay all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Bond Note or interest therein in connection with the exercise of Conversion Rights by it. Any such capital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereofconversion. For the avoidance of doubt, the Calculation Agent Trustee shall not be responsible for determining whether any Specified Taxes such taxes or Bondholder Taxes capital, stamp, issue or registration duties are payable or the amount thereof of such taxes or capital, stamp, issue or registration duties and it shall not be responsible or liable for any failure by the Issuer to pay such Specified Taxes taxes or by a Bondholder to pay such Bondholder Taxescapital, stamp, issue or registration duties. ADSs Common Shares to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSs) will be issued or delivered (i) (where the Relevant Exchange on the Conversion Date is the Oslo Stock Exchange) in uncertificated electronic form through DTC the facilities of the VPS to its direct and indirect participants to the account such VPS Account as specified by the relevant Bondholder Noteholder in the Payment Detailsrelevant Conversion Notice (and in such connection therewith, unless the person specified in the relevant Conversion Notice will initially be registered in the Issuer’s main register of Shareholders maintained in Luxembourg in respect of the relevant Common Shares and, immediately upon such registration, transferred to the Issuer’s branch register maintained in Oslo) or (ii) (where the Relevant Exchange on the Conversion Date is not the Oslo Stock Exchange) through the facilities of such clearing system as is customary for the delivery of shares in respect of trades made on or through such Relevant Exchange and to such account with such clearing system as specified by the Noteholder in the relevant Conversion Notice, provided that the Issuer shall not be required in any circumstances to deliver or procure the delivery of ADSs, ADRs, GDRs or any other certificates or receipts representing Common Shares and if at the relevant time the ADSs (including Additional Relevant Exchange is a stock exchange or securities market on which the Common Shares are traded in the form of ADSs) are not a participating security , ADRs, GDRs or any other certificates or receipts, then for the purposes of this paragraph, the Relevant Exchange shall be determined disregarding such stock exchange or securities market and the Issuer shall in DTCany event be entitled to deliver Common Shares in such manner as it may determine in order to comply with any legal or regulatory requirements and/or to avoid any requirement to file or publish any registration statement, in which case prospectus or any like or similar document or requirement. The Issuer will take all necessary steps to procure that the Deliverable ADSs (including Additional Deliverable ADSs) will Common Shares to be issued or delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) on exercise of Conversion Rights are to be issued or transferred and and/or delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London the Delivery Date (as defined below) and, subject as provided above, will promptly make all necessary filings with, and New York business days applications to the Relevant Exchange for the admission to listing and to trading of such Common Shares. As used herein, the “Delivery Date” means the sixth day of the calendar month immediately following the calendar month in which the relevant Conversion Date falls or, in the case of any Additional ADSs, not later than four London and New York business days following the relevant Reference Date. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant ADSs received pursuant to the exercise of its Conversion Right and if such day is not an officer, director (or person performing similar functions) or other affiliate of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates of the Issuer, and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond AgreementLuxembourg business day, the Issuer will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation to each ADS Settlement. Notwithstanding any other provisions of these Conditions, a Bondholder exercising Conversion Rights following a Change of Control Conversion Right Amendment as EMEA 149041286 76 described in Condition 11(b)(vii) will be deemed, for the purposes of these Conditions, to have received the ADSs to be issued or transferred and delivered arising on conversion of its Bonds in the manner provided in these Conditions, and have exchanged such ADSs for the consideration that it would have received therefor if it had exercised its Conversion Right in respect of such Bonds at the time of the occurrence of the relevant Change of Controlfirst Luxembourg business day thereafter.