Common use of Registration Statements and Prospectuses Clause in Contracts

Registration Statements and Prospectuses. The Company has filed with the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities under the Securities Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. The Offered Securities conform in all material respects to all statements with respect thereto contained in the Registration Statements, the Prospectus and the Prospectus Supplement. Immediately after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a Prospectus Supplement to the Shelf Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities under the Securities Act, which and any amendment thereto has been declared become effective by the Commission under the Securities Act. The Form 8-A Registration Statement meets the requirements set forth has become effective as provided in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 Section 12 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or the Form 8-A Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Time of Sale Prospectus, the Prospectus or the Prospectus Supplement any free writing prospectus has been issued, issued and no proceeding proceedings for any such purpose is of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or has been initiated or, to the Company’s knowledge, is threatened by the Commissioncontemplated. The Offered Securities conform Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, the Closing Date (as defined in Section 4 hereof) and any Option Closing Date (as defined in Section 2 hereof) complied and will comply in all material respects to all statements with respect thereto contained in the Registration StatementsSecurities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus Supplement. Immediately after was or will be identical to the execution and delivery of this Agreement, the Company will prepare and file electronically transmitted copies thereof filed with the Commission a Prospectus Supplement on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the Shelf Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations.extent permitted by Regulation S-T.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities under the Securities Act, which and any amendment thereto has been declared become effective by the Commission under the Securities Act. The Form 8-A Registration Statement meets the requirements set forth has become effective as provided in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 Section 12 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Time of Sale Prospectus, the Prospectus or the Prospectus Supplement any free writing prospectus has been issued, issued and no proceeding proceedings for any such purpose is of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or has been initiated or, to the Company’s knowledge, is threatened by the Commissioncontemplated. The Offered Securities conform Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, the Closing Date (as defined in Section 2 hereof) and any Option Closing Date (as defined in Section 2 hereof) complied and will comply in all material respects to all statements with respect thereto contained in the Registration StatementsSecurities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus Supplement. Immediately after was or will be identical to the execution and delivery of this Agreement, the Company will prepare and file electronically transmitted copies thereof filed with the Commission a Prospectus Supplement on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the Shelf Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations.extent permitted by Regulation S-T.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities under the Securities Act, which and any amendment thereto has been declared become effective by the Commission under the Securities Act. The Form 8-A Registration Statement meets the requirements set forth has become effective as provided in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 Section 12 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Time of Sale Prospectus, the Prospectus or the Prospectus Supplement any free writing prospectus has been issued, issued and no proceeding proceedings for any such purpose is of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or has been initiated or, to the Company’s best knowledge, is threatened by the Commissioncontemplated. The Offered Securities conform Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement, the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, the Closing Date (as defined in Section ‎2 hereof) and any Option Closing Date (as defined in Section ‎2 hereof) complied and will comply in all material respects to all statements with respect thereto contained in the Registration StatementsSecurities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Time of Sale Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus Supplement. Immediately after was or will be identical to the execution and delivery of this Agreement, the Company will prepare and file electronically transmitted copies thereof filed with the Commission a Prospectus Supplement on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the Shelf Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations.extent permitted by Regulation S-T.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities and any amendment thereto has become effective under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. 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 the Prospectus any preliminary prospectus or the Prospectus Supplement has been issued, issued by the Commission and no proceeding proceedings for any such purpose is of those purposes have been instituted by the Commission or are pending or has been initiated or, to the Company’s knowledge, is threatened contemplated by the Commission. The Offered Securities conform 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 all statements the Underwriter for use in connection with respect thereto contained in 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 StatementsStatement, any preliminary prospectus, the Prospectus and the Prospectus Supplement. Immediately after ADS Registration Statement and the execution and delivery filing of this Agreementthe Registration Statement, any preliminary prospectus, the Company will prepare Prospectus and file the ADS Registration Statement with the Commission a Prospectus Supplement to have been duly authorized by and on behalf of the Shelf Company, and each of the Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and RegulationsADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities and any amendment thereto has become effective under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Prospectus any preliminary prospectus or the Prospectus Supplement has been issued, issued and no proceeding proceedings for any such purpose is of those purposes have been instituted or are pending or has been initiated or, to the Company’s knowledge, is threatened by the Commissioncontemplated. The Offered Securities conform 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 all statements the Underwriters for use in connection with respect thereto contained in this offering 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 StatementsStatement, any preliminary prospectus, the Prospectus and the Prospectus Supplement. Immediately after ADS Registration Statement and the execution and delivery filing of this Agreementthe Registration Statement, any preliminary prospectus, the Company will prepare Prospectus and file the ADS Registration Statement with the Commission a Prospectus Supplement to have been duly authorized by and on behalf of the Shelf Company, and the Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and RegulationsADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. The Company has filed with the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date hereofof this Agreement, covering the registration of the Ordinary Shares to be represented by the ADSs included in the Offered Securities under the Securities Act, which has been declared effective by the Commission under the Securities Act. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act and have released the Registration Statement to ASX. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects). Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement Statement, the Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. The Offered Securities conform in all material respects to all statements with respect thereto contained in the Registration Statements, the Prospectus and the Prospectus Supplement. Immediately after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a Prospectus Supplement to the Shelf Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations.and

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities and any amendment thereto has become effective under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Prospectus any preliminary prospectus or the Prospectus Supplement has been issued, issued by the Commission and no proceeding proceedings for any such purpose is of those purposes have been instituted by the Commission or are pending or has been initiated or, to the Company’s knowledge, is threatened contemplated by the Commission. The Offered Securities conform 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 all statements the Underwriters for use in connection with respect thereto contained in the offering of the Offered 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 StatementsStatement, any preliminary prospectus, the Prospectus and the Prospectus Supplement. Immediately after ADS Registration Statement and the execution and delivery filing of this Agreementthe Registration Statement, any preliminary prospectus, the Company will prepare Prospectus and file the ADS Registration Statement with the Commission a Prospectus Supplement to have been duly authorized by and on behalf of the Shelf Company, and each of the Registration Statement relating to the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and RegulationsADS Registration Statement has been duly executed pursuant to such authorization.

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form F-3 under the 1933 Act. Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities and any post-effective amendment thereto has become effective under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Prospectus any preliminary prospectus or the Prospectus Supplement has been issued, issued by the Commission and no proceeding proceedings for any such purpose is of those purposes have been instituted by the Commission or are pending or has been initiated or, to the knowledge of the Company’s knowledge, is threatened contemplated by the Commission. The Offered Securities conform 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 ADSs was or will be identical in all statements substantive respects to the electronically transmitted copies thereof filed with respect thereto contained in the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration StatementsStatement, any preliminary prospectus, the Prospectus and the Prospectus Supplement. Immediately after ADS Registration Statement and the execution and delivery filing of this Agreementthe Registration Statement, any preliminary prospectus, the Company will prepare Prospectus and file the ADS Registration Statement with the Commission a Prospectus Supplement to have been duly authorized by and on behalf of the Shelf Company and each of the Registration Statement relating to the Offered Securities and the offering thereof ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to be incorporated by reference in accordance 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 provisions of Rule 430B Commission, complied and Rule 424(b) will comply in all material respects with the requirements of the Rules 1934 Act and the 1934 Act Regulations. The initial effective date of the Registration Statement was not earlier than the date three years before the Applicable Time.

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date hereof, covering the registration of the Offered Securities and any amendment thereto has become effective under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the Prospectus any preliminary prospectus or the Prospectus Supplement has been issued, issued and no proceeding proceedings for any such purpose is of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. The Offered Securities conform 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, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects to all statements with respect thereto contained in the Registration Statementsrequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the Prospectus Supplement. Immediately after the execution and delivery of this Agreement, the Company will prepare and file time each was filed with the Commission a Prospectus Supplement and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Shelf Registration Statement relating Underwriters for use in connection with this offering and the Prospectus was or will be identical to the Offered Securities and the offering electronically transmitted copies thereof in accordance filed with the provisions of Rule 430B and Rule 424(b) of Commission pursuant to XXXXX, except to the Rules and Regulations.extent permitted by Regulation S-T.

Registration Statements and Prospectuses. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. Each of the 2008 Registration Statement and the 2010 Registration Statement is a shelf registration statement on Form S-3 and the Securities have been and remain eligible for registration by the Company on the Registration Statements. Each of the 2008 Registration Statement and the 2010 Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statements or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the 2008 Registration Statement and the 2010 Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectuses filed as part of the Registration Statements as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission the Registration Statement and such amendments pursuant to such Registration Statement as may have been required XXXXX or IDEA, except to the date hereof, covering the registration of the Offered Securities under the Securities Act, which has been declared effective extent permitted by the Commission under the Securities Act. Regulation S-T. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements and the Prospectus, when they became effective or at the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement time they were or the use of the Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by hereafter are filed with the Commission. The Offered Securities conform , complied and will comply in all material respects to all statements with respect thereto contained in the Registration Statements, requirements of the Prospectus 1934 Act and the Prospectus Supplement. Immediately after the execution rules and delivery regulations of this Agreement, the Company will prepare and file with the Commission a Prospectus Supplement to under the Shelf Registration Statement relating to 1934 Act (the Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and “1934 Act Regulations”).

Registration Statements and Prospectuses. The Company has filed with meets the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date hereof, covering the registration requirements for use of the Offered Securities under the Securities Act, which has been declared effective by the Commission Form F-3 under the Securities Act. The Each of the Registration Statement meets and the requirements set forth in Rule 415(a)(1)(x) ADS Registration Statement and any post-effective amendment thereto has become effective under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus Supplement has been issued, issued by the Commission and no proceeding proceedings for any such purpose is of those purposes have been instituted by the Commission or are pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. The Offered 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 Securities conform Act and the rules and regulations promulgated thereunder, complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder. 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 Securities Act and the rules and regulations promulgated thereunder. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering was or will be identical in all statements substantive respects to the electronically transmitted copies thereof filed with respect thereto contained in the Commission pursuant to XXXXX. The Registration StatementsStatement, each Preliminary Prospectus, the Prospectus and the Prospectus Supplement. Immediately after ADS Registration Statement and the execution and delivery filing of this Agreementthe Registration Statement, each Preliminary Prospectus, the Company will prepare Prospectus and file the ADS Registration Statement with the Commission a Prospectus Supplement to have been duly authorized by and on behalf of the Shelf Company and each of the Registration Statement relating to the Offered Securities and the offering thereof ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to be incorporated by reference in accordance the Registration Statement, Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the provisions of Rule 430B Commission, complied and Rule 424(b) will comply in all material respects with the requirements of the Rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Regulationsrules and regulations promulgated thereunder.