ARCO VARA AS - NASDAQ OMX Baltic

• in the United States only to QIBs in reliance on the exemption from the registration requirements
of the Securities Act provided by Rule 144A; and
• outside the United States in accordance with Regulation S under the Securities Act.
Within the United States
Each purchaser of Offer Shares offered in reliance on Rule 144A under the Securities Act who is
located in the United States will be deemed to have represented, acknowledged and agreed that it has
received a copy of this document and such other information as it deems necessary to make an
investment decision and that (terms used herein that are defined in Rule 144A are used herein as
defined therein):
(i) it is (a) a QIB, (b) acquiring such Offer Shares for its own account or for the account of one or
more QIBs for which it is acting as a duly authorised fiduciary or agent with sole investment
discretion to each such account and with full authority to make the acknowledgments,
representations and agreements in an investment letter with respect to such account (in which
case it makes, the representations and warranties set forth herein on behalf of such QIB), (c) is
not acquiring the Offer Shares with a view to further distribution of such Offer Shares and (d) is
aware and each beneficial owner of such Offer Shares has been advised that the sale of Offer
Shares to it may be made in reliance on Rule 144A;
(ii) it understands and acknowledges that the Offer Shares have not been and will not be registered
under the Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise
transferred except (a) (i) to a person whom the purchaser and any person acting on its behalf
reasonably believe is a QIB purchasing for its own account or for the account of a QIB in a
transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (no representation is
made as to the availability of the exemption provided by Rule 144 for such resales) or (iii) in an
‘‘offshore transaction’’ in compliance with Rule 903 or Rule 904 of Regulation S, in each case
notifying the subsequent purchaser of the resale restrictions described herein, and (b) in
accordance with all applicable securities laws of the states of the United States;
(iii) it acknowledges that the Offer Shares (whether in physical, certificated form or in
uncertificated form held in CREST) offered and sold hereby are ‘‘restricted securities’’ within
the meaning of Rule 144(a)(3) under the Securities Act, are being offered and sold in a
transaction not involving any public offering in the United States within the meaning of the
Securities Act and that no representation is made as to the availability of the exemption
provided by Rule 144 for resales of Offer Shares. The purchaser understands that the Offer
Shares may not be deposited into any unrestricted depositary receipt facility in respect of Offer
Shares established or maintained by a depositary bank, unless and until such time as such Offer
Shares are no longer restricted securities within the meaning of Rule 144(a)(3) under the
Securities Act;
(iv) such person has received a copy of this document and has had access to such financial an other
information concerning the Company as it has deemed necessary in connection with making its
own investment decision to purchase the Offer Shares. Such person has made its own
independent investigation and appraisal of without limitation, the business, financial condition,
prospects, creditworthiness, status and affairs of the Company and the Offer Shares. It
understand that there may be certain consequences under U.S. and other tax laws resulting from
an investment in the Offer Shares and it has made such investigation and has consulted such tax
and other advisers with respect thereto as it deems appropriate. Such person acknowledges that
neither the Company nor the Global Coordinator named herein nor any person representing the
Company or the Global Coordinator has made any representation, express or implied, to it with
respect to the Company or offering or sale of any Offer Shares other than as set forth in this
198