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Prospective investors should however note that national measures implementing the Prospectus<br />
Directive and the application of the Prospectus Directive to the Company and the consequential<br />
implications in offering Shares may vary in different Member States and should consequently also<br />
note any additional or alternative restrictions which may be of application in the Relevant Member<br />
State.<br />
For the purpose of this provision, the expression an ‘‘offer to the public’’ in any Relevant Member<br />
State means the communication in any form and by any means of sufficient information on the terms<br />
of the offer and the securities to be offered so as to enable an investor to decide to purchase or<br />
subscribe the securities, as the expression may be varied in that member State by any measure<br />
implementing the Prospectus Directive in that Member State.<br />
In the case of any Shares being offered to a financial intermediary as that term is used in Article 3(2)<br />
of the Prospectus Directive, other than in the UK or Luxembourg, such financial intermediary will<br />
also be deemed to have represented, warranted and agreed to and with each of JPMorgan Cazenove,<br />
Citigroup and the Company that: (i) the Shares acquired by it have not been acquired on behalf of,<br />
nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member<br />
State other than qualified investors, or in circumstances in which the prior consent of JPMorgan<br />
Cazenove and Citigroup has been obtained to each such proposed offer or resale, or (ii) where Shares<br />
have been acquired by it on behalf of persons in any Relevant Member State other than qualified<br />
investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been<br />
made to such persons. The Company and the Joint Global Co-ordinators and each of their respective<br />
affiliates, and others will rely upon the truth and accuracy of the foregoing representation, warranty<br />
and agreement. Notwithstanding the above, a person who is not a qualified investor and who has<br />
notified JPMorgan Cazenove and Citigroup of such fact in writing may, with the consent of<br />
JPMorgan Cazenove and Citigroup, be permitted to subscribe for or purchase Shares.<br />
France<br />
The Shares have not been offered or sold and will not be offered or sold, directly or indirectly, by<br />
way of a public offering in France (appel public à l’épargne, as defined in Articles L. 411-1, L. 411-2,<br />
D. 411-1 and D. 411-2 of the Code Monétaire et Financier). The Shares may only be subscribed for<br />
or held by qualified investors (investisseurs qualifiés), as defined by Articles L. 411-1, L. 411-2 and<br />
D. 411-1 of the Code Monétaire et Financier, acting for their own account, or non-French residents.<br />
This Prospectus is furnished to potential Shareholders in France solely for their information and may<br />
not be reproduced or redistributed to any other person. It is strictly confidential and is solely destined<br />
for persons or institutions to which it was initially supplied. This Prospectus does not constitute an<br />
offer or invitation to subscribe for or to purchase any securities and neither this Prospectus nor<br />
anything herein shall form the basis of any contract or commitment whatsoever.<br />
This Prospectus or any other material relating to the Shares may not be distributed to the public in<br />
France or used in connection with any offer or subscription or sale of securities in France other than<br />
in accordance with Articles L. 411-1, L. 411-2, D. 411-1 and D. 411-2 of the Code Monétaire et<br />
Financier. This Prospectus has not been submitted to the ‘‘Autorité des Marchés Financiers’’ for<br />
approval and does not constitute an offer for sale or subscription of securities.<br />
Any contact with potential Shareholders in France does not and will not constitute financial or<br />
banking solicitation (démarchage bancaire ou financier) as defined in Articles L. 341-1 et seq. of the<br />
Code Monétaire et Financier.<br />
Germany<br />
The Shares which are the subject of this Prospectus are neither registered for public distribution with<br />
the BaFin according to the German Investment Act nor listed on a German exchange. No sales<br />
Prospectus pursuant to the German Securities Prospectus Act has been filed with BaFin.<br />
Consequently, the Shares must not be distributed within Germany by way of a public offer, public<br />
advertisement or in any similar manner, and this Prospectus and any other document relating to the<br />
Shares, as well as information or statements contained therein, may not be supplied to the public in<br />
Germany or used in connection with any offer for subscription of the Shares to the public in<br />
Germany or any other means of public marketing.<br />
Any resale of the Shares in the Federal Republic of Germany may only be made in accordance with<br />
the German Securities Prospectus Act and any other laws applicable in the Federal Republic of<br />
Germany governing the sale and offering of shares. No view on taxation is expressed. Prospective<br />
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