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Erste Bank JPMorgan Merrill Lynch International

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Japan<br />

The Offer Shares have not been and will not be registered under the Financial Instruments and<br />

Exchange Law of Japan (as amended, the “FIEL”). The Offer Shares may not be offered or sold,<br />

directly or indirectly, in Japan or to or for the benefit of any resident of Japan or Japanese corporation,<br />

except in accordance with the provisions of, or pursuant to an exemption available under, the<br />

applicable laws and regulations of Japan including the FIEL. For the purpose hereof, “resident of<br />

Japan” means an individual whose address is in Japan, and “Japanese corporation” means a legal<br />

entity organized under the laws of Japan.<br />

Restrictions on Resale<br />

Each person exercising Subscription Rights in the Rights Offering in reliance on Rule 144A will be<br />

required to sign and deliver an investment letter (a “QIB Investment Letter”) as described under “The<br />

Offering — Special Considerations for U.S. Shareholders Regarding the Rights Offering” containing<br />

(among other things) representations and undertakings substantially similar to the following, and each<br />

purchaser of Offer Shares in the Global Offering within the United States in reliance on Rule 144A will<br />

deemed to have represented and agreed as follows (terms used herein that are defined in Rule 144A<br />

(“Rule 144A”) or Regulations S (“Regulations S”) under the Securities Act are used herein as defined<br />

therein):<br />

(1) You (A) are qualified institutional buyer, (B) are aware that the sale of the Offer Shares to you is<br />

being made in reliance on Rule 144A and (C) are acquiring such Offer Shares for your own<br />

account or for the account of a qualified institutional buyer, as the case may be.<br />

(2) You understand that the Offer Shares have not been and will not be registered under the<br />

Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (A) (i) to<br />

a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction<br />

meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 903 or<br />

Rule 904 of Regulation S or (iii) pursuant to an exemption from registration under the Securities<br />

Act provided by Rule 144 thereafter (if available) and (B) in accordance with all applicable<br />

securities laws of the states of the United States. No representation can be made as to the<br />

availability of the exemption provided by Rule 144 for resales of the Offer Shares.<br />

Offer Shares purchased by investors outside of Austria and the Czech Republic may be subject<br />

to restrictions on transferability and resale and may not be transferred or resold except as permitted<br />

under applicable securities laws and regulations. Investors should be aware that they may be required<br />

to bear the financial risks of this investment for an indefinite period of time.<br />

36

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