Common use of Registration Statements and Prospectuses Clause in Contracts

Registration Statements and Prospectuses. Each of the Registration Statement and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. Each (i) An “automatic shelf registration statement” as defined under Rule 405 under the Act of 1933, as amended, (the “Act”) (such Act, together with the rules and regulations of the Registration Statement U.S. Securities and Exchange Commission (the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act“Commission”) promulgated thereunder), on Form F-3ASR (File No. No stop order suspending the effectiveness 333-173509) in respect of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto Securities has been issued by filed with the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, not earlier than three years prior to the Company’s knowledgedate hereof; such registration statement, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at became effective on filing; and no stop order suspending the time it became effectiveeffectiveness of such registration statement or any part thereof has been issued, complied in all material respects with and, to the requirements best knowledge of the 1933 Company, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act and has been received by the 1933 Act Regulations. Each preliminary prospectusCompany (the base prospectus filed as part of such registration statement, in the Prospectus and any amendment or supplement thereto, at the time each was form in which it has most recently been filed with the CommissionCommission on or prior to the date of this Agreement, complied in all material respects with is hereinafter called the requirements of the 1933 Act and the 1933 Act Regulations. Each “Base Prospectus”; any preliminary prospectus delivered (including any preliminary prospectus supplement) relating to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXRule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, except including any prospectus supplement relating to the extent permitted Securities that is filed with the Commission and deemed by Regulation S-T. The virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as amended and supplemented by the documents listed in Schedule I hereto immediately prior to the Applicable Time (as defined in Section 1(e) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, the Pricing Prospectus, any preliminary Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such prospectus, as the case may be; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and the ADS Registration Statement and the filing of include any post-effective amendment to the Registration Statement, any preliminary prospectus, prospectus supplement relating to the Prospectus and the ADS Registration Statement Securities filed with the Commission have been duly authorized by pursuant to Rule 424(b) under the Act and on behalf any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the CompanyBase Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and each include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”)); and (ii) the Company and the ADS Depositary have also filed with the Commission a registration statement on Form F-6 (No. 333-181036) filed on April 30, 2012, Form F-6/A (No. 333-181036) filed on May 2, 2012, and a related prospectus, which may be in the form of an ADR certificate (the “Registration Statement has on Form F-6”), for the registration under the Act of the ADSs evidenced by ADRs, have filed such amendments thereto and such amended prospectuses as may have been duly executed pursuant required to the date hereof, and will file such authorizationadditional amendments thereto and such amended prospectuses as may hereafter be required. The Registration Statement on Form F-6, as amended at the time it becomes effective (including by the filing of any post-effective amendments thereto), and the prospectuses included therein, as then amended, are hereinafter called the “ADR Registration Statement” and the “ADR Prospectus,” respectively.

Registration Statements and Prospectuses. Each of The Company has filed with the Commission the Registration Statement and the ADS such amendments to such Registration Statement and any amendment thereto has become effective as may have been required to the date of this Agreement, covering the registration of the Shares under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto , which has been issued declared effective by the Commission under the 1933 Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, no any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by or suspending the Commission effectiveness of the Registration Statement and no proceedings Proceedings or examination for any of those purposes have been instituted by the Commission or such purpose are pending before or, to the knowledge of the Company’s knowledge, contemplated threatened by the Commission. The Company has complied with each request (if any) from prospectus in the Commission for additional information. Each of form in which it appeared in the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with Effective Time is herein called the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. “Base Prospectus.” Each preliminary prospectus delivered supplement to the Underwriters for use in connection Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Offered Securities Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus was or will be identical to as so supplemented), in the electronically transmitted copies thereof form filed with the Commission pursuant to XXXXX, except Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectusBase Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the ADS Registration Statement and the filing documents incorporated by reference therein as of the Registration Statement, any preliminary date of such prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. Each The April 2013 Registration Statement has been declared effective by the Commission. The June 2013 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Registration Statement Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness no notice of objection of the Registration Statement or Commission to the ADS Registration Statement use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of either of the Registration Statements has been issued by the Commission under Commission, and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act, no order preventing Securities Act against the Company or suspending related to the use offering of any preliminary prospectus or the Prospectus Shares has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission initiated or are pending or, to the Company’s knowledge, contemplated knowledge of the Company threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each ; as of the Registration Statement and the ADS applicable effective date of each such Registration Statement and any post-effective amendment thereto, at each of the time it became effective, Registration Statements and any such post-effective amendment complied and will comply in all material respects with the requirements Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the 1933 date of the Prospectuses and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectuses complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the 1933 Act Regulations. Each preliminary prospectusstatements therein, in the Prospectus light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statements and the Prospectuses and any amendment or supplement thereto, at it being understood and agreed that the time each was filed with the Commission, complied in all material respects with the requirements only such information furnished by any Underwriter consists of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use information described as such in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorizationSection 7(b) hereof.

Registration Statements and Prospectuses. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. The Danish FSA has confirmed that they have no further comments, subject to pricing and final dates and the Danish Prospectus is expected to be approved by the Danish FSA and made public on [•], 2020. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no . No order preventing or suspending the use of any preliminary prospectus prospectus, the Prospectus or the Danish Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated threatened by the CommissionCommission or the Danish FSA, as applicable. The information contained in both the Danish Prospectus and the Prospectus are consistent in all material respects. The Company has complied with each request (if any) from the Commission or the Danish FSA, as applicable, for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Danish Prospectus, at the time the Danish FSA confirmed “no further comments”, complied and, at the time of approval, will comply with the Consolidated Act no. 337 of 2 April 2020 on capital markets, including any regulations made pursuant thereto (the “Capital Markets Act”), the Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, including delegated acts (together with the Capital Markets Act, the “Prospectus Regulation”), as applicable. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the this offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.T.

Registration Statements and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the knowledge of the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus ADSs was or will be identical in all substantive respects to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, Company and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statements and Prospectuses. Each of the Registration Statement and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the knowledge of the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities ADSs and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. Each The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-259454) under the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Registration Statement Commission thereunder, and such amendments to such registration statement as may have been required to the ADS Registration Statement and any amendment thereto has become effective under the 1933 Actdate of this Agreement. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto Such registration statement has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated declared effective by the Commission. Each part of such registration statement, including the exhibits and any amendments and schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the registration statement became effective, is herein called the “Company Registration Statement.” The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement also prepared and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission a registration statement on Form S-3 (File No. 333-227127) under the Act and the Rules and Regulations of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to XXXXX, except Item 12 of Form S-3 under the Securities Act and the 430B Information or otherwise pursuant to the extent permitted by Regulation S-T. The Rules and Regulations, as of the time the registration statement became effective, is herein called the “Selling Stockholder Registration Statement, any preliminary prospectus, ” and together with the Prospectus and the ADS Company Registration Statement and are collectively called the filing of the “Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorizationStatements.”

Registration Statements and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and the ADS Registration Statement Statements and any post-effective amendment thereto has become been declared by the Commission, or otherwise become, effective under the 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement Statements or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commissioncontemplated. The Company has complied in all material respects with each request (request, if any) , from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement Statements and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each The preliminary prospectus, prospectus that is included in the Prospectus and any amendment or supplement theretoGeneral Disclosure Package, at the time each it was filed with the Commission, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was Offering were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus, the Prospectus Statements and the ADS Registration Statement Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the filing rules and regulations of the Registration Statement, any preliminary prospectus, Commission under the Prospectus and 1934 Act (the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization“1934 Act Regulations”).

Registration Statements and Prospectuses. Each An “automatic shelf registration statement” as defined under Rule 405 under the Act of 1933, as amended, (the “Act”) (such Act, together with the rules and regulations of the Registration Statement U.S. Securities and Exchange Commission (the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act“Commission”) promulgated thereunder), on Form F-3ASR (File No. No stop order suspending the effectiveness 333-173509) in respect of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto Notes has been issued by filed with the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, not earlier than three years prior to the Company’s knowledgedate hereof; such registration statement, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued, and, to the best knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including any prospectus supplement relating to the Notes that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time it such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”); the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Trust Indenture Act Regulations. Each preliminary prospectusof 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the Prospectus “Trust Indenture Act”), the Base Prospectus, as amended and any amendment or supplement theretosupplemented immediately by the documents listed in Schedule I hereto prior to the Applicable Time (as defined in Section 1(e) hereof), at is hereinafter called the time each was filed with “Pricing Prospectus”; the Commission, complied in all material respects with the requirements form of the 1933 Act and the 1933 Act Regulations. Each preliminary final prospectus delivered relating to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof Notes filed with the Commission pursuant to XXXXX, except Rule 424(b) under the Act in accordance with Section 4(a) hereof is hereinafter called the “Prospectus”; any reference herein to the extent permitted by Regulation S-T. The Registration StatementBase Prospectus, the Pricing Prospectus, any preliminary Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such prospectus, as the case may be; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and the ADS Registration Statement and the filing of include any post-effective amendment to the Registration Statement, any preliminary prospectus, prospectus supplement relating to the Prospectus and the ADS Registration Statement Notes filed with the Commission have been duly authorized by pursuant to Rule 424(b) under the Act and on behalf any documents filed under the Notes Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the CompanyBase Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and each include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement and that is incorporated by reference in the ADS Registration Statement has been duly executed pursuant to such authorizationStatement).

Registration Statements and Prospectuses. Each The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-3 (File Nos. 333-2009886 and 333-203422) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Registration Statement Commission thereunder, and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes such amendments to such registration statements as may have been instituted by the Commission or are pending or, required to the Company’s knowledge, contemplated date of this Agreement. Such registration statements have been declared effective by the Commission. The Company has complied with each request Each part of such registration statements, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (if anythe “Rule 430B Information”) from or otherwise pursuant to the Commission for additional information. Each Rules and Regulations, as of the time each Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with is herein called the requirements “Registration Statement,” and collectively, the “Registration Statements”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the 1933 Act and Rule 462(b) Registration Statement, the 1933 Act Regulationsterm “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary prospectus, prospectus in the Prospectus and any amendment or supplement thereto, at the time each was form in which it has most recently been filed with the CommissionCommission on or prior to the date of this Agreement with respect to either Registration Statement is herein called a “Base Prospectus,” and collectively, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. “Base Prospectuses.” Each preliminary prospectus delivered supplement to the Underwriters for use in connection with Base Prospectuses (including the offering of Base Prospectuses as so supplemented), that describes the Offered Securities and the Prospectus offering thereof, that omitted the Rule 430B Information and that was or will be identical used prior to the electronically transmitted copies filing of the final prospectus supplements referred to in the following sentence is herein called a “Preliminary Prospectus” and collectively, the “Preliminary Prospectuses.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission final prospectus supplements to the Base Prospectuses relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectuses (including the Base Prospectuses as so supplemented), in the forms filed with the Commission pursuant to XXXXXRule 424(b) is herein called the “Prospectuses,” and each a “Prospectus.” Any reference herein to a Base Prospectus, except any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the extent permitted by Regulation S-T. The Registration StatementStatements, the Rule 462(b) Registration Statements, the Base Prospectuses, any preliminary prospectusPreliminary Prospectus, the Prospectus and the ADS Registration Statement and the filing Prospectuses or any amendment or supplement to any of the Registration Statement, any preliminary prospectus, foregoing shall be deemed to include the Prospectus and the ADS Registration Statement copy filed with the Commission have been duly authorized pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and on behalf Regulations to be a part of or included in the CompanyRegistration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each of which is deemed to be incorporated therein by reference therein or otherwise deemed by the Registration Statement Rules and the ADS Registration Statement has been duly executed pursuant Regulations to such authorizationbe a part thereof.

Registration Statements and Prospectuses. Each of the Registration Statement and Statement, any amendment thereto, the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement (or any post-effective amendment thereto thereto), or the ADS Registration Statement (or any post-effective amendment thereto), has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional informationcontemplated. Each of the Registration Statement and the ADS Registration Statement (and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European Prospectus, as of its date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.