Regulation S

3. ANNEX NO. 14 TO THE DETAILED RULES OF EXCHANGE TRADING IN THE UTP SYSTEM

Disclaimers on trading in shares subject to restrictions under U.S. securities laws

Preliminary Information:

Shares issued by an issuer domiciled in the United States or domiciled outside the United States, but which is a domestic issuer under applicable U.S. law (“U.S. issuers”), identified by the designations “REGS” and “S”, whose listing is denoted by the sequential number “18” (“trading in the issuer's shares is subject to restrictions under U.S. securities laws”) are subject to certain trading restrictions under applicable U.S. laws.

General information on the nature and extent of restrictions on trading in the shares indicated above under the U.S. securities laws, which, however, may not contain all the information applicable to the shares in question, is contained in Items I and II below. 

Detailed information on the type and scope of restrictions under the U.S. securities laws on trading in the shares in question is made public by the issuer of the shares in question and published on the Exchange's website under the listing information tab for the shares in question.

I. Objections in connection with Regulation S - background information:

THE SHARES IN QUESTION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. FROM LAT. OM. [U.S. SECURITIES ACT OF 1933] (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, FOR THE ACCOUNT OR BENEFIT OF, OR FOR THE BENEFIT OF, U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S ISSUED UNDER THE SECURITIES ACT [REGULATION S] (THE “REGULATION S”)). THE SHARES ARE OFFERED SOLELY TO NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNDER REGULATION S. THE SHARES CONSTITUTE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144(A)(3) [RULE 144(A)(3)] ADOPTED UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE DIRECTLY OR INDIRECTLY SUBSCRIBED FOR, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED WITHIN THE UNITED STATES OR TO, FOR THE ACCOUNT OF OR FOR THE BENEFIT OF U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S) EXCEPT (A)(I) IN AN OFFSHORE TRANSACTION [OFFSHORE TRANSACTION] MEETING THE REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. RESALE OR FURTHER OFFERING OF SHARES IN A FOREIGN COUNTRY PURSUANT TO REGULATION S MAY NOT BE INCLUDED IN SALES TO, FOR THE ACCOUNT OF, OR FOR THE BENEFIT OF U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S) DURING THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S. HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY ONLY BE ENTERED INTO IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES ACT.

II. Objections in connection with Regulation S - expanded information:

THE SHARES IN QUESTION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. FROM LAT. OM. [U.S. SECURITIES ACT OF 1933] (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, FOR THE ACCOUNT OR BENEFIT OF, OR FOR THE BENEFIT OF, U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S ISSUED UNDER THE SECURITIES ACT [REGULATION S] (THE “REGULATION S”)). THE SHARES ARE OFFERED SOLELY TO NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNDER REGULATION S. THE SHARES CONSTITUTE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144(A)(3) [RULE 144(A)(3)] ADOPTED UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE DIRECTLY OR INDIRECTLY SUBSCRIBED FOR, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED WITHIN THE UNITED STATES OR TO, FOR THE ACCOUNT OF OR FOR THE BENEFIT OF U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S) EXCEPT (A)(I) IN AN OFFSHORE TRANSACTION [OFFSHORE TRANSACTION] MEETING THE REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. RESALE OR FURTHER OFFERING OF SHARES ABROAD PURSUANT TO REGULATION S MAY NOT BE INCLUDED IN SALES TO, FOR THE ACCOUNT OF, OR FOR THE BENEFIT OF U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S) DURING THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S. HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY BE ENTERED INTO ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES ACT.

BY ACCEPTING SUCH SHARES, THE HOLDER REPRESENTS AND WARRANTS THAT (A) IT IS NOT A U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S) AND (B) IT DOES NOT HOLD THE SHARES FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.

The following capitalized terms have the meanings given to them in Rule 902 [Rule 902] issued under the U.S. Securities Act of 1933, as amended. [U.S. Securities Act of 1933] (hereinafter the “Securities Act”). 

1. An offer or sale may only be made in an Offshore Transaction [Offshore Transaction].

2. Within the United States, the issuer, Distributor [Distributor], their affiliates or persons acting on their behalf, for purposes of Rule 903 [Rule 903], and the seller, affiliate or persons acting on their behalf, for purposes of Rule 904 [Rule 904], may not conduct Directed Selling Efforts [Directed Selling Efforts].

3. Implementation of Offering Restrictions [Offering Restrictions] shall be mandatory.

4. Prior to the end of the one-year Distribution Compliance Period, you are prohibited from offering and selling to a U.S. Person and for the account and benefit of a U.S. Person (except as a Distributor). 

5. Prior to the end of the Distribution Compliance Period, an offer or sale may only be conducted subject to the following conditions:

a. The purchaser of the securities (other than the Distributor) must represent that it is not a U.S. Person and is not purchasing such securities for the account or benefit of a U.S. Person, or is a U.S. Person and has purchased the securities in a transaction not subject to the registration requirements of the Securities Act.

b. The purchaser of the securities is required to resell such securities only in accordance with the provisions of Regulation S [Regulation S] (“Regulation S”) issued under the Securities Act, subject to registration under the Securities Act or under an available exemption from registration, and is required to enter into hedging transactions involving such securities only in accordance with the provisions of the Securities Act.

c. The securities of a Domestic Issuer must bear a disclaimer authorizing their transfer only in accordance with the provisions of Regulation S, subject to registration in accordance with the provisions of the Securities Act or under an available exemption from registration, and authorizing the execution of hedging transactions involving such securities only in accordance with the provisions of the Securities Act. 

d. Pursuant to the provisions of the agreement or its articles of incorporation, bylaws or comparable document, the issuer is required to reject the application for registration of a transfer of securities if it has not occurred in accordance with the provisions of Regulation S, subject to registration in accordance with the provisions of the Securities Act or under an available exemption from registration, provided that if the securities are bearer securities or foreign laws do not allow the issuer of securities to reject the application for registration of a transfer of securities, other reasonable procedures must be implemented (e.g. application of the proviso specified in the preceding paragraph) to prevent the transfer of securities contrary to the provisions of Regulation S.

e. Any Distributor who sells securities before the end of the one-year Distribution Compliance Period to a Distributor, dealer [dealer] (as that term is defined in Section 2(a)(12) of the Securities Act) or person receiving a commission, fee or other consideration for the sale shall provide the purchaser with a confirmation or other information indicating that the purchaser is subject to the same offer and sale restrictions as the Distributor.

6. In the event of an offer or sale of securities prior to the end of the one-year Distribution Compliance Period by a dealer (as that term is defined in Section 2(a)(12) of the Securities Act) or a person receiving a commission, fee or other consideration for the securities offered or sold:

a. The seller and any person acting on its behalf must not have knowledge that the addressee of the offer or the purchaser is a U.S. Person; and 

b. In the event that the seller or a person acting on behalf of the seller has knowledge that the purchaser is a dealer (as that term is defined in Section 2(a)(12) of the Securities Act) or a person receiving a commission, fee or other consideration for the securities sold, then the seller or a person acting on behalf of the seller shall provide the purchaser with a confirmation or other information indicating that the securities may be offered and sold during the one-year Distribution Restriction Period [Distribution Compliance Period] only in accordance with the provisions of Regulation S under the Securities Act. Distribution Compliance Period] only in accordance with the provisions of Regulation S, subject to registration under the Securities Act or under an available exemption from the registration requirements of the Securities Act.

7. In the event of an offer or sale of securities by an officer or director of an issuer or Distributor who is an affiliated person of the issuer or Distributor solely by virtue of his or her holding such position, there shall be a prohibition on the payment of commissions, fees or other compensation in connection with such offer or sale, other than the usual and customary brokerage commission that would be received by the person executing such transaction as agent.

8. Equity securities of Domestic Issuers acquired from the issuer, the Distributor or their affiliates in a transaction subject to the terms of Rule 901 [Rule 901] or Rule 903 [Rule 903] shall be deemed to be “restricted securities” as that term is defined in Rule 144 [Rule 144] (hereinafter “Rule 144”) issued under the Securities Act. Resale of such securities (“restricted securities”) by a foreign purchaser may be made only in accordance with the provisions of Regulation S, in compliance with the registration requirements of the Securities Act, or under an exemption from such requirements. Any “restricted securities,” as that term is defined in Rule 144, that are equity securities of a domestic issuer shall retain their status as “restricted securities” regardless of the fact that they are acquired in a resale transaction entered into in accordance with Rule 901 or 904.

4. CUSTOMER STATEMENT

In the case of securities designated in Regulation S as Category 3 securities (designated “REGS”), the shares purchased (hereinafter “Shares”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended. [U.S. Securities Act of 1933] (the “Securities Act”) and may not be offered or sold within the United States or to, for the account of, or for the benefit of U.S. Persons [U.S. Persons] (hereinafter referred to as “U.S. Persons”) as that term is defined in Regulation S under the Securities Act [Regulation S] (hereinafter referred to as “Regulation S”) except pursuant to an exemption from the registration requirements or in a transaction not subject to the registration requirements of the Securities Act.

I hereby represent on my own behalf and on behalf of each person for whose benefit I am acquiring Shares that:

• I am not, and such person is not, the issuer or an affiliate of the issuer of the Shares; and
• I am not and such person is not a U.S. Person, and I am not and such person is not acquiring the Shares for the account or benefit of a U.S. Person.

I hereby represent and warrant on my own behalf and on behalf of each person for whose benefit I am acquiring Shares that:

a) (i) Except in the case of an offer or sale of Shares subject to an exemption from the registration requirements or in a transaction not subject to the registration requirements of the Securities Act, (a) the issuer of the Shares (the “Issuer”) is not required to register the transfer of Shares being transferred to a U.S. Person and (b) the Issuer may require a person who may not be a U.S. Person pursuant hereto, but is a U.S. Person, to promptly transfer the Shares in a manner consistent with the restrictions on Category 3 securities under Regulation S under the Securities Act, and (ii) the Issuer's charter, bylaws or comparable document may contain additional provisions that more broadly restrict my rights or the rights of such person with respect to such Shares.

b) In the event that I or such person conducts an offer, resale, pledge or other transfer of Shares, such Shares may only be offered, resold, pledged or otherwise transferred (i) to the Issuer, (ii) to an entity who also undertakes to comply with the restrictions set forth herein (in electronic or other form acceptable to the Issuer) and who also is not a U.S. Person in a foreign transaction pursuant to Regulation S under the Securities Act, or (iii) subject to registration or under an available exemption from the registration requirements of the Securities Act.

c) I myself and such person undertake to enter into hedging transactions involving Shares only in accordance with the provisions of the Securities Act.

d) The Issuer, its affiliates and other persons may rely on the representations, warranties and guarantees set forth herein for the purpose of exempting the sale of Shares from the requirements of the provisions of the Securities Act and the securities laws of the respective states, and for other purposes.

e) By making the purchase, I undertake that the Issuer and other interested parties may rely on my representations and consents set forth herein in administrative or judicial proceedings or official investigations with respect to all matters covered herein.

f) In the case of a brokerage house dealer, my client has been informed and has familiarized himself with the contents of this document and has authorized me to make the representations, warranties, guarantees and undertakings contained herein on his behalf.

In addition, I declare that I have read and understand the information contained in Appendix No. 14 to the Detailed Exchange Trading Rules and the information referred to in § 3a and § 14a of Section I of the Detailed Exchange Trading Rules.