Common use of Retroactive Adjustments Clause in Contracts

Retroactive Adjustments. If a Retroactive Adjustment occurs in relation to any exercise of Conversion Rights, the Issuer shall procure that there shall be issued and/or transferred and delivered to, or to the order of, the relevant Bondholder in accordance with the Payment Details, such additional number of ADSs (if any) (the “Additional ADSs”) as, together with the ADSs issued and/or transferred and delivered on the relevant exercise of Conversion Rights, is equal to the number of Physically Settled ADSs which would have been required to be issued and/or transferred and delivered on such exercise if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Conversion Date (such number of Physically Settled ADSs as aforesaid being for this purpose calculated as (i) where such exercise of Conversion Rights is not the subject of a Cash Alternative Election, the Reference ADSs in respect of such exercise of Conversion Rights determined for this purpose by reference to such deemed Conversion Price as aforesaid, and (ii) where such exercise of Conversion Rights is the subject of a Cash Alternative Election, the difference between (A) such number of Reference ADSs as is determined pursuant to (i) and (B) the product of (x) such number of Reference ADSs determined as aforesaid and (y) the Cash Settlement Ratio in respect of such exercise of Conversion Rights), all as determined in good faith by the Calculation Agent or an Independent Adviser, provided that if in the case of Conditions 6.2(b), 6.2(c), 6.2(d), 6.2(e) or 6.2(i) the relevant Bondholder shall be entitled to receive the relevant Ordinary Shares (including Ordinary Shares represented by ADSs), Dividends or such other Securities in respect of the Reference ADSs to be issued and/or transferred and delivered to it, then no such Retroactive Adjustment shall be made in relation to the relevant event and the relevant Bondholder shall not be entitled to receive Additional ADSs in relation thereto.

Retroactive Adjustments. (i) If a Retroactive Adjustment occurs the Conversion Date in relation to the conversion of any exercise Bond shall be after the record date in respect of any consolidation, reclassification or subdivision as is mentioned in Condition 6(b)(i), or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Condition 6(b)(ii), (iii), (iv), (v) or (ix), or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in Condition 6(b)(vi) and (vii) or of the terms of any such modification as is mentioned in Condition 6(b)(viii), but before the relevant adjustment to the Conversion RightsPrice becomes effective under Condition 6(b) (such adjustment, a “Retroactive Adjustment”), then the Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued and/or transferred and delivered to, or to the order of, the relevant Bondholder converting Bondholder, in accordance with the Payment Detailsinstructions contained in the Conversion Notice, such additional number of ADSs Ordinary Shares (if any) (the “Additional ADSsOrdinary Shares”) as, together with the ADSs Ordinary Shares issued and/or transferred and delivered on conversion of the relevant exercise Bond (together with any fraction of Conversion Rightsan Ordinary Share not so issued), is equal to the number of Physically Settled ADSs Ordinary Shares which would have been required to be issued and/or transferred and delivered on conversion of such exercise Bond as if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Conversion Date (such number of Physically Settled ADSs as aforesaid being for this purpose calculated as (i) where such exercise of Conversion Rights is not the subject of a Cash Alternative Election, the Reference ADSs in respect of such exercise of Conversion Rights determined for this purpose by reference to such deemed Conversion Price as aforesaid, and (ii) where such exercise of Conversion Rights is the subject of a Cash Alternative Election, the difference between (A) such number of Reference ADSs as is determined pursuant to (i) and (B) the product of (x) such number of Reference ADSs determined as aforesaid and (y) the Cash Settlement Ratio in respect of such exercise of Conversion Rights)Date, all as determined in good faith by the Calculation Agent or an Independent Financial Adviser, provided that if in the case of Conditions 6.2(b), 6.2(c), 6.2(d), 6.2(e. (ii) or 6.2(i) the relevant Bondholder shall be entitled to receive the relevant Ordinary Shares (including Ordinary Shares represented by ADSs), Dividends or such other Securities in respect of the Reference ADSs to be issued and/or transferred and delivered to it, then no such If there is a Retroactive Adjustment shall be made in relation to the relevant event and Conversion Price following the relevant exercise of Settlement Rights by a Bondholder shall not be in circumstances where had Conversion Rights been exercisable such Bondholder would upon their exercise have been entitled to receive Additional ADSs Ordinary Shares, the Issuer shall pay to the relevant Bondholder an additional amount (the “Additional Cash Redemption Amount”) equal to the aggregate Market Price of such number of Ordinary Shares equal to that by which the number of Ordinary Shares by reference to which the Cash Alternative Amount shall have been determined would have been increased if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Settlement Date. The Issuer will pay the Additional Cash Redemption Amount not later than 5 TARGET Business Days following the relevant Reference Date or, if later, on the date on which the related Cash Alternative Amount is to be paid, by transfer to a euro account with a bank in relation theretoa city in which banks have access to the TARGET System in accordance with instructions contained in the relevant Settlement Notice.

Retroactive Adjustments. If a Retroactive Adjustment occurs the Share Record Date in relation to the conversion of any exercise Bond shall be after the record date in respect of any division or consolidation as is mentioned in Condition 6(b)(i), or after the record date or other due date for the establishment of entitlement for any such distribution, issue or grant as is mentioned in Condition 6(b)(ii), 6(b)(iv) or 6(b)(v), or after the date of the first public announcement of the terms of any such issue as mentioned in Condition 6(b)(iii), in any case in circumstances where the relevant Conversion RightsDate falls before the relevant adjustment becomes effective under Condition 6(b) (such adjustment, a “Retroactive Adjustment”), then the Issuer shall procure will ensure that there shall be issued and/or transferred and delivered to, or all necessary steps are taken for the due transfer to the order of, the relevant Bondholder in accordance with the Payment Details, Bondholders of such additional number of ADSs Ordinary Shares (if any) (as determined by the Calculation Agent or an Independent Adviser) (the “Additional ADSsOrdinary Shares”) as, together with the ADSs Ordinary Shares issued and/or or transferred and delivered on conversion of the relevant Bonds the subject of such exercise of Conversion Rights, is equal to the number of Physically Settled ADSs Ordinary Shares which would have been required to be issued and/or or transferred and delivered on conversion of such exercise Bonds if the relevant adjustment to the Conversion Price Retroactive Adjustment had been made given effect as at the said Conversion Date, and become effective immediately prior to the relevant Conversion Date (in such number of Physically Settled ADSs as aforesaid being for this purpose calculated as (i) where such exercise of Conversion Rights is not the subject of a Cash Alternative Election, the Reference ADSs event and in respect of such exercise of Additional Ordinary Shares references in this Condition 6(d) to the Conversion Rights determined for this purpose by reference to such deemed Conversion Price as aforesaid, and (ii) where such exercise of Conversion Rights is the subject of a Cash Alternative Election, the difference between (A) such number of Reference ADSs as is determined pursuant to (i) and (B) the product of (x) such number of Reference ADSs determined as aforesaid and (y) the Cash Settlement Ratio in respect of such exercise of Conversion Rights), all as determined in good faith by the Calculation Agent or an Independent Adviser, provided that if in the case of Conditions 6.2(b), 6.2(c), 6.2(d), 6.2(e) or 6.2(i) the relevant Bondholder Date shall be entitled deemed to receive refer to the relevant Ordinary Shares date (including Ordinary Shares represented by ADSs), Dividends or such other Securities in respect of the “Reference ADSs to be issued and/or transferred and delivered to it, then no Date”) upon which such Retroactive Adjustment shall be made in relation to becomes effective (notwithstanding, as the relevant event and case may be, that the relevant Bondholder shall not be entitled to receive Additional ADSs in relation theretodate upon which it becomes effective falls after the end of the Conversion Period).