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Hong Kong
The Underwriter has represented, warranted and agreed, that: (i) they have not offered or sold and will
not offer or sell in Hong Kong, by means of any document, any Offering Shares other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (the
“SFO”) and any rules made thereunder or (b) to persons whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent, or (c) in circumstances which do not result in the document being a
“prospectus” as defined in the Companies Ordinance, Chapter 32 of the Laws of Hong Kong and; (ii) it has
not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to
the Offering Shares, which is directed at, or the contents of which are likely to be accessed or read by the
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to the Offering Shares which are or are intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” as defined in the SFO and any rules made thereunder.
Indonesia
This document may not be distributed or passed on within Indonesia or to persons who are citizens of
Indonesia (wherever they are domiciled or located) or entities in or residents of Indonesia. The Offering Shares
may not be offered or sold, directly or indirectly, within Indonesia or to Indonesian citizens (wherever they are
domiciled or located), entities or residents in a manner that constitutes a public offering of the Offering Shares
under the laws and regulations of Indonesia.
Italy
The offering of the Offering Shares in Italy has not been registered with the Commissione Nazionale per
le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, the Underwriter
has represented and agreed that they have not offered or sold, and will not offer or sell, any Offering Shares in
the Republic of Italy in a solicitation to the public, and that sales of the Offering Shares in the Republic of
Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable
laws and regulations.
The Underwriter has represented and agreed that it will not offer, sell or deliver any Offering Shares or
distribute copies of this document or any other document relating to the Offering Shares in the Republic of
Italy except:
(a) to “Professional Investors”, as defined in Article 31.2 of CONSOB Regulation No. 11522 of
1 July 1998, as amended (“Regulation No. 11522”), pursuant to Article 30.2 and 100 of Legislative
Decree No. 58 of 24 February 1998, as amended (“Decree No. 58”) and/or to “Qualified Investors”
pursuant to Article 100 of Decree No. 58 and to Article 2(e) of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003; or
(b) in any other circumstances where an express exemption from compliance with the solicitation
restrictions applies, as provided under Decree No. 58 or CONSOB Regulation No. 11971 of 14 May
1999, as amended.
Any such offer, sale or delivery of the Offering Shares or distribution of copies of this document or any
other document relating to the Offering Shares in the Republic of Italy must be:
(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities
in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended,
Decree No. 58, Regulation No. 11522 and any other applicable laws and regulations; and
(b) made in compliance with any other applicable notification requirement or limitation which may
be imposed by CONSOB, the Italian securities and exchange commission, or the Bank of Italy.
Japan
The Offering Shares have not been and will not be registered under the Securities and Exchange Law of
Japan (the “Securities Exchange Law”) Article 4, Paragraph 1 because the requirements under Article 2,
Paragraph 3, Item 2-i (QII) of the Securities and Exchange Law are satisfied. The Offering Shares which the
Underwriter subscribe and/or purchase will be subscribed and/or purchased by it as principal and, in
connection with the Offering, it will not, directly or indirectly, offer or sell any Offering Shares in Japan or to,
or for the benefit of, any resident of Japan (which terms as used herein means any person resident in Japan,
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