SUSMI

(SUSMI)

Under Regulation S of the Securities Act of 1933, there is deemed to be substantial US market interest in an issuer's shares, if in the issuer's prior fiscal year:

• Securities exchanges and interdealer quotation systems in the US in the aggregate constituted the single largest market for the issuer's shares; or

• 20% or more of all trading in such shares took place in or through the facilities of securities exchanges and interdealer quotation systems in the US and less than 55% of such trading took place in or through the facilities of securities markets of any other single country.

In relation to debt, there will be a substantial US market interest in an issuer's debt securities where:

• The issuer's debt securities are held by 300 or more US persons;

• Such persons hold $1 billion or more in aggregate principal amount of its debt securities; and

• Such persons hold 20% or more of its debt securities.

For further information, see the US Securities and Exchange Commission website.

+ Substantial US market interest (SUSMI)

USA

As defined under Regulation S, a substantial US market interest for equity securities occurs if, during the issuer's past fiscal year, one of the following two criteria is met:

• The US securities exchanges and inter-dealer quotation systems constituted, in the aggregate, the largest market for the securities.

• 20% or more of all trading in the securities took place via the US securities exchanges and inter-dealer quotation systems and less than 55% of all trading in the securities took place via another country's securities markets.

A substantial US market interest for debt securities occurs if:

• The issuer's debt securities are held of record by 300 or more US persons.

• $1 billion or more of the outstanding principal amount of the issuer's debt securities are held of record by US persons.

• 20% or more of the outstanding principal amount of the issuer's debt securities are held of record by US persons.

See Regulation S of the Securities Act.