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16 September 2011 To the Shareholders Dear Sir or Madam ...

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have a material adverse effect on, <strong>or</strong> to cause a material adverse change in, <strong>the</strong> general<br />

operations, management, financial position, business, prospects, conditions (whe<strong>the</strong>r financial,<br />

operational, legal <strong>or</strong> o<strong>the</strong>rwise), earnings, solvency, shareholders’ equity <strong>or</strong> results of operations of<br />

<strong>the</strong> Group taken as a whole, whe<strong>the</strong>r <strong>or</strong> not arising in <strong>the</strong> <strong>or</strong>dinary course of business.<br />

F<strong>or</strong> Condition (i) set out in <strong>the</strong> paragraph headed ‘‘Conditions of <strong>the</strong> Offer’’ in <strong>the</strong> Announcement, as <strong>the</strong><br />

applicable threshold f<strong>or</strong> certain compuls<strong>or</strong>y acquisitions in Germany has been lowered from 95% to<br />

90% on 15 July <strong>2011</strong>, <strong>the</strong> acceptance level set out in this Condition has been reduced from 95% (as<br />

disclosed in <strong>the</strong> Announcement) to 90% acc<strong>or</strong>dingly. If <strong>the</strong> acceptance level will be above 90% but<br />

below 95%, <strong>the</strong> Offer<strong>or</strong> and <strong>the</strong> Company will, pri<strong>or</strong> to closing, enter into an implementation merger<br />

agreement as required under German laws to give effect to <strong>the</strong> squeeze-out procedures.<br />

F<strong>or</strong> Condition (v) set out in <strong>the</strong> paragraph headed ‘‘Conditions of <strong>the</strong> Offer’’ in <strong>the</strong> Announcement, <strong>the</strong><br />

transactions contemplated by <strong>the</strong> K<strong>or</strong>ean Agreement have been approved by <strong>the</strong> shareholders of<br />

SSCP as required by applicable K<strong>or</strong>ean laws and regulations on 17 August <strong>2011</strong>, and <strong>the</strong>ref<strong>or</strong>e this<br />

Condition has been satisfied on <strong>the</strong> same date.<br />

F<strong>or</strong> Condition (vi) set out in <strong>the</strong> paragraph headed ‘‘Conditions of <strong>the</strong> Offer’’ in <strong>the</strong> Announcement,<br />

SSCP has confirmed to <strong>the</strong> Offer<strong>or</strong> that <strong>the</strong> acceptance of <strong>the</strong> Offer by SSCP pursuant to <strong>the</strong><br />

Irrevocable Undertaking does not require <strong>the</strong> approval by <strong>the</strong> shareholders of SSCP under <strong>the</strong><br />

applicable K<strong>or</strong>ean laws and regulations. As a result, this Condition is no longer applicable.<br />

In relation to Condition (vii), o<strong>the</strong>r than <strong>the</strong> specific regulat<strong>or</strong>y approvals set out in paragraph (ii) of <strong>the</strong><br />

section headed ‘‘Conditions of <strong>the</strong> Offer’’ above and <strong>the</strong> requirement to obtain merger control clearance<br />

in Germany, Slovakia, Austria and Brazil, <strong>the</strong> Offer<strong>or</strong> is not aware of any o<strong>the</strong>r consent from o<strong>the</strong>r<br />

Relevant Auth<strong>or</strong>ities <strong>or</strong> any mandat<strong>or</strong>y consents from third parties in relation to <strong>the</strong> Offer.<br />

The Offer<strong>or</strong> reserves <strong>the</strong> right to waive Conditions referred to above, save that (a) Condition (i) may<br />

only be waived if <strong>the</strong> Offer<strong>or</strong> receives acceptances in respect of <strong>the</strong> Offer which would result in <strong>the</strong><br />

Offer<strong>or</strong> holding m<strong>or</strong>e than 50% of <strong>the</strong> voting rights in <strong>the</strong> Company; (b) Condition (ii) may only be<br />

waived to <strong>the</strong> extent that <strong>the</strong> relevant parties to any of <strong>the</strong> Ancillary Transactions <strong>or</strong> <strong>the</strong> KC Transaction<br />

decide not to proceed with such transactions pri<strong>or</strong> to obtaining <strong>the</strong> approval by <strong>the</strong> Remaining<br />

<strong>Shareholders</strong> in <strong>the</strong> general meeting of <strong>the</strong> Company; and (c) Condition (viii) cannot be waived.<br />

Pursuant to Note 2 to Rule 30.1 of <strong>the</strong> Takeovers Code, <strong>the</strong> Offer<strong>or</strong> may only invoke any <strong>or</strong> all of <strong>the</strong><br />

Conditions as a basis f<strong>or</strong> not proceeding with <strong>the</strong> Offer if <strong>the</strong> circumstances which give rise to <strong>the</strong> right<br />

to invoke any such Condition are of material significance to <strong>the</strong> Offer<strong>or</strong> in <strong>the</strong> context of <strong>the</strong> Offer.<br />

In addition, <strong>the</strong> Offer is made on <strong>the</strong> basis that acceptance of <strong>the</strong> Offer by any person will constitute a<br />

warranty by such person <strong>or</strong> persons to <strong>the</strong> Offer<strong>or</strong> that <strong>the</strong> Shares shall be fully paid and shall be<br />

acquired free from all liens, charges, encumbrances, rights of pre-emption and any o<strong>the</strong>r third party<br />

rights of any nature and toge<strong>the</strong>r with all rights attaching to <strong>the</strong>m as at <strong>the</strong> First Closing Date <strong>or</strong><br />

subsequently becoming attached to <strong>the</strong>m, including <strong>the</strong> right to receive in full all dividends and o<strong>the</strong>r<br />

distributions, if any, declared, made <strong>or</strong> paid on <strong>or</strong> after <strong>the</strong> First Closing Date.

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