KPMG - IERE

2. The purchaser understands that the Shares are being offered in a transaction not involving any
public offering in the United States within the meaning of the Securities Act, that the Shares
have not been and will not be registered under the Securities Act and that (A) if in the future
the purchaser decides to offer, resell, pledge or otherwise transfer any of the Shares, such Shares
may be offered, resold, pledged or otherwise transferred only (i) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer, (ii) in accordance
with Rule 144 under the Securities Act, or (iii) outside the United States in a transaction
complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case in
accordance with applicable securities laws of the states of the United States, and (B) the
purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of
the Shares from it of the resale restrictions referred to in (A) above.
3. It understands and acknowledges that neither the Company, the Investment Manager or any of
the Joint Global Coordinators, nor any of their respective affiliates, makes any representation as
to the availability of any exemption under the Securities Act for the offer, resale, pledge or
transfer of the Shares. It understands that the Shares to be subscribed or purchased by it are
‘‘restricted securities’’ as defined in Rule 144(a)(3) under the Securities Act.
4. It understands that that any offer, resale, pledge or transfer of the Shares made other than in
compliance with the transfer restrictions set forth herein may not be recognised by the
Company.
5. The purchaser is not a ‘‘benefit plan investor’’ (as defined in 29 C.F.R. § 2510.3-101, as
modified by Section 3(42) of the US Employee Retirement Income Security Act of 1974, as
amended (‘‘ERISA’’)), or other employee benefit plan subject to any federal, state, local or other
law or regulation that is substantially similar to the prohibited transaction provisions of Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, and that it
will not sell or otherwise transfer any Shares or any interest therein unless the transferee makes
or is deemed to make the representations, warranties and agreements set forth in this section 14,
and the purchaser acknowledges and agrees that any purported transfer of Shares or any
interest therein that does not comply with section 14 will not be effective and will not be
recognised by the Company.
6. It has received, carefully read and understands this Prospectus, and has not distributed,
forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or
offering materials concerning the Shares to any persons within the United States or to any US
Persons, nor will it do any of the foregoing. It understands that this Prospectus is subject to the
requirements of the Prospectus Directive and the information herein, including any financial
information, may be materially different from any disclosure that would be provided in an
offering registered with the US Securities and Exchange Commission.
7. The Articles give the power to the Directors to require the transfer of Shares owned by any
person who has failed to provide any information or undertaking required by the Directors
within 21 days of being requested to do so or who, by virtue of his holding, might in the
opinion of the Directors cause or be likely to cause the assets of the Company to be considered
‘‘plan assets’’ within the meaning of the regulations adopted under ERISA or which holding
would result in the Company being required to register under the Investment Company Act. If
the Directors become aware that any Shares are owned by any person in breach of the above
restrictions, the Directors may give notice directing such person to transfer such Shares. If upon
the expiration of 21 days after the giving of such notice, such person has not transferred the
Shares, the Directors may arrange for the compulsory sale of such Shares.
8. The Company is a closed-ended company incorporated with limited liability under the laws of
Luxembourg. The Investment Manager is organised under the laws of England. All of the
Directors of the Company and of the Investment Manager are non-residents of the United
States. Such entities and persons and others referred to in this document are located outside of
the United States and all or a substantial portion of the assets of the Company and such
persons are located outside of the United States. As a result, it may be difficult for US
purchasers of the securities offered hereby to affect service of process within the United States
upon the Company, the Directors, the Investment Manager or such other persons or entities, or
to realise against them civil liabilities under United States securities laws. Moreover, there is
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