SPH Notice – The Goldman Sachs Group, Inc. (“GSGI”)

1

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To The A2 Milk Company Limited (ATM)
Relevant event being disclosed: Movement of 1% or more in the substantial holding
Date of relevant event: 08 August 2018
Date this disclosure made: 15 August 2018
Date last disclosure made: 13 August 2018

Substantial product holder(s) giving disclosure

Full name(s): The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs
Group”) including its significant subsidiaries listed in Annexure A.

Summary of substantial holding

Class of quoted voting Products: Ordinary shares

Summary for GSGI on behalf of itself and the Goldman Sachs Group.

For this disclosure,—
(a) total number held in class: 44,441,465
(b) total in class: 730,039,067
(c) total percentage held in class: 6.0875%

For last disclosure,—
(a) total number held in class: 37,082,791
(b) total in class: 730,039,067
(c) total percentage held in class: 5.0796%


DETAILS FOR GOLDMAN SACHS ASSET MANAGEMENT L.P. (GSAMLP)

Nature of relevant interest(s): GSAMLP has a relevant interest in ordinary fully paid shares in its capacity as
investment manager for a range of client portfolios. GSAMLP’s relevant interest arises under investment
management contract(s) and only from the powers of investment contained in those contract(s), including the
power to exercise, or to control the exercise of, a right to vote attached to ATM shares, or to acquire or dispose of,
or to control the acquisition or disposal of, the ATM shares.

For that relevant interest,
(a) number held in class: 1,770,068
(b) percentage held in class: 0.2425%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA

2


DETAILS FOR GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (GSAMI)

Nature of relevant interest(s): GSAMI has a relevant interest in ordinary fully paid shares in its capacity as
investment manager for a range of client portfolios. GSAMI’s relevant interest arises under investment
management contract(s) and only from the powers of investment contained in those contract(s), including the
power to exercise, or to control the exercise of, a right to vote attached to ATM shares, or to acquire or dispose of,
or to control the acquisition or disposal of, the ATM shares.

For that relevant interest,
(a) number held in class: 315,706
(b) percentage held in class: 0.0432%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA


DETAILS FOR GOLDMAN SACHS INTERNATIONAL (GSI)

Nature of relevant interest(s): Beneficial owner

For that relevant interest,
(a) number held in class: 4,032,695
(b) percentage held in class: 0.5524%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA


Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C (46 pages).

For that relevant interest,
(a) number held in class: 20,620,853
(b) percentage held in class: Aggregate 2.8246% as set out below
(c) current registered holder(s) of securities: Unknown
(d) registered holder(s) once transfers are registered: NA

For that derivative relevant interest also,
(a) type of derivative: Equity Swap
(b) details of derivatives: Aggregate long 8,478,650 cash-settled Equity Swaps (aggregate 1.1614% long held in
class) as set out in the table below
(c) parties to the derivatives: Refer to table below
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

3


Long/
Short
Cash or physically
settled
Number
held
Maturity/Expiry
Date
Party to
derivative
1
Long Cash-settled 2,553,419 07 January 2019 GAUS
2
Long Cash-settled 1,086 10 September 2019
ATLAS MASTER FUND LTD -
QUAN
3
Long Cash-settled 6,786 10 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
4
Long Cash-settled 902 11 September 2019
ATLAS MASTER FUND LTD -
QUAN
5
Long Cash-settled 5,636 11 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
6
Long Cash-settled 591,196 10 August 2028 JANCHOR PARTNERS PAN-
7
Long Cash-settled 86 18 September 2019 GAUS
8
Long Cash-settled 5,499 26 November 2019 GAUS
9
Long Cash-settled 55 27 November 2019 GAUS
10
Long Cash-settled 1,992 11 September 2019
ATLAS MASTER FUND LTD -
QUAN
11
Long Cash-settled 12,445 11 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
12
Long Cash-settled 4,904,557 20 May 2020 GAUS
13
Long Cash-settled 60 07 April 2020 GAUS
14
Long Cash-settled 107,831 13 May 2020 GAUS
15
Long Cash-settled 2,027 05 September 2019
ATLAS MASTER FUND LTD -
QUAN
16
Long Cash-settled 12,666 05 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
17
Long Cash-settled 97,000 02 July 2019 MACQUARIE BANK LIMITED
18
Long Cash-settled 10,300 28 July 2020 GAUS
19
Long Cash-settled 2,155 29 August 2019
ATLAS MASTER FUND LTD -
QUAN
20
Long Cash-settled 11,377 29 August 2019
ATLAS ENHND MSTR FD
LTD - QUAN
21
Long Cash-settled 9,808 03 September 2019
ATLAS MASTER FUND LTD -
QUAN
22
Long Cash-settled 51,780 03 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
23
Long Cash-settled 5,140 04 September 2019
ATLAS MASTER FUND LTD -
QUAN
24
Long Cash-settled 27,138 04 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
25
Long Cash-settled 5,711 04 September 2019
ATLAS MASTER FUND LTD -
QUAN
26
Long Cash-settled 35,683 04 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN
27
Long Cash-settled 2,251 04 September 2019
ATLAS MASTER FUND LTD -
QUAN
28
Long Cash-settled 14,064 04 September 2019
ATLAS ENHND MSTR FD
LTD - QUAN

4


For that derivative relevant interest, also—
(a) type of derivative: CFD
(b) details of derivatives: Aggregate 9,132,203 long cash-settled CFD (aggregate 1.251% long held in class) as set
out in the table below
(c) parties to the derivatives: Refer to table below
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A


Long/
Short
Cash or physically
settled
Number
held
Maturity/Expiry
Date
Party to
derivative
1 Long Cash-settled 41,787 10 August 2028 VITTORIA FUND - J.L.P.
2 Long Cash-settled 3,808,987 30 June 2023
ELEPHAS GLOBAL
MASTER FUND
3 Long Cash-settled 350,405 02 August 2028 COMPOSITE CAPITAL
4 Long Cash-settled 2,667,572 02 August 2028 COMPOSITE CAPITAL
5 Long Cash-settled 952,026 04 May 2028
PLEIAD ASIA MASTER
FUND
6 Long Cash-settled 129,272 19 May 2028
GOLDMAN SACHS &
CO LLC
7 Long Cash-settled 11,225 24 May 2028
SHINHAN
INVESTMENT CORP
8 Long Cash-settled 24,679 24 May 2028
SHINHAN
INVESTMENT CORP
9 Long Cash-settled 567,700 30 June 2023
ELEPHAS GLOBAL
OPPORTUNITY
10 Long Cash-settled 20,836 27 July 2028
SIGNITION
EXPONENTIAL
11 Long Cash-settled 357,714 31 July 2028
PLEIAD ASIA MASTER
FUND
12 Long Cash-settled 200,000 31 July 2028
PLEIAD ASIA MASTER
FUND


For that derivative relevant interest, also—
(a) type of derivative: Equity Option
(b) details of derivatives: Aggregate long 3,010,000 physically settled Equity Option (aggregate 0.4122% long
held in class) as set out in the table below
(c) parties to the derivatives: Refer to table below
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A



Long/
Short
Cash or physically
settled
Number
held
Maturity/Expiry
Date
Party to
derivative
1 Long Physically-settled 750,000 10 August 2018
NATIONAL
AUSTRALIA BANK
2 Long Physically-settled 750,000 10 August 2018
NATIONAL
AUSTRALIA BANK

5


Long/
Short
Cash or physically
settled
Number
held
Maturity/Expiry
Date
Party to
derivative
3 Long Physically-settled 755,000 17 August 2018
NATIONAL
AUSTRALIA BANK
4 Long Physically-settled 755,000 17 August 2018
NATIONAL
AUSTRALIA BANK


Nature of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting rights
as set out in Overseas Securities Lender’s Agreements. Forms of Overseas Securities Lender’s Agreements are in
Part A of Annexure C (72 pages).

For that relevant interest,
(a) number held in class: 2,326,750
(b) percentage held in class: 0.3187%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA


DETAILS FOR GOLDMAN SACHS FINANCIAL MARKETS PTY LTD (GAUS)

Nature of relevant interest(s): Beneficial owner

For that relevant interest,
(a) number held in class: 482,490
(b) percentage held in class: 0.0661%
(c) current registered holder(s) of securities: : HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C (46 pages).

For that relevant interest,
(a) number held in class: 12,975,708
(b) percentage held in class: 1.7774%
(c) current registered holder(s) of securities: Unknown
(d) registered holder(s) once transfers are registered: NA

For a derivative relevant interest, also
(a) type of derivative: Equity Swap
(b) details of derivatives: Aggregate long 12,975,708 cash-settled Equity Swaps (aggregate 1.7774 % long held in
class) as set out in the table below
(c) parties to the derivative: See table below
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

6




Long/
Short
Cash or physically
settled
Number
held
Maturity/Expiry
Date
Party to
derivative
1 Long Cash-settled 632,983 12 August 2020 GSI
2 Long Cash-settled 62 24 September 2019 GSI
3 Long Cash-settled 4,376,687 01 July 2020 GSI
4 Long Cash-settled 208,647 29 July 2020 GSI
5 Long Cash-settled 2,667,572 05 August 2020 GSI
6 Long Cash-settled 1,509,740 06 May 2020 GSI
7 Long Cash-settled 129,272 20 May 2020 GSI
8 Long Cash-settled 35,904 25 May 2020 GSI
9 Long Cash-settled 3,394,000 23 December 2019 GSI
10 Long Cash-settled 5 27 December 2019 GSI
11 Long Cash-settled 20,836 29 July 2020 GSI



DETAILS FOR GOLDMAN SACHS & CO. LLC (GSCO)

Nature of relevant interest(s): Beneficial holder with the relevant interest arising under a Securities Loan
Agreement. Such relevant agreement need not be disclosed under regulation 139.

For that relevant interest,
(a) number held in class: 1,917,195
(b) percentage held in class: 0.2626%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA



Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: Please see Annexure B.

Additional information

Address(es) of substantial product holder(s):

The Goldman Sachs Group, Inc. - Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, U.S.A.

Goldman Sachs International - Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom

Goldman Sachs Asset Management L.P. - Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801,
USA

Goldman Sachs Financial Markets Pty Ltd - Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia

7


Goldman Sachs & Co. LLC - 200 West Street, New York, NY 10282, USA

Goldman Sachs Asset Management International- Peterborough Court, 133 Fleet Street, London EC4A 2BB,
United Kingdom

Contact details:
Contact person – Haruka Araki
Contact number - 852 2978 7696
Email - gs-reg-ops-hk-posn@gs.com

Nature of connection between substantial product holders:

The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of each of:
 Goldman Sachs International;
 Goldman Sachs Financial Markets Pty Ltd;
 Goldman Sachs & Co. LLC.
 Goldman Sachs Asset Management L.P. and
 Goldman Sachs Asset Management International




Certification
I, Haruka Araki, certify that, to the best of my knowledge and belief, the information contained in this disclosure
is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
Signature



Print name:


Haruka Araki
(signing under power of
attorney)

Capacity:

Attorney

Sign here:




Date:

15 August 2018

8

Annexure A

Significant Subsidiaries of The Goldman Sachs Group, Inc.
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2017 and the
states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal parent. The
Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of
the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in
the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a
“significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange
Act of 1934.

9



THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES



Signature



Print name:


Haruka Araki
(signing under power of
attorney)

Capacity:

Attorney

Sign here:




Date:

15 August 2018

10

Annexure B

Date of
change
Person whose
relevant interest
changed
Nature of
Change
Consideration given
in relation to change
(NZD)
Number of
Securities
Class
8/3/2018 GSI Sell N/A 9,456 Ordinary
8/3/2018 GSAMLP Sell 15,797 1,516 Ordinary
8/3/2018 GSAMLP Sell 10,069 957 Ordinary
8/3/2018 GSAMLP Sell 4,522 434 Ordinary
8/3/2018 GAUS Buy 155,129 14,693 Ordinary
8/3/2018 GAUS Buy 7,407,960 700,000 Ordinary
8/3/2018 GSI Buy 730,646 70,000 Ordinary
8/3/2018 GSI Buy 7,396,875 700,000 Ordinary
8/3/2018 GSI Buy 21,399 2,027 Ordinary
8/3/2018 GSI Buy 133,716 12,666 Ordinary
8/6/2018 GSI Buy 18,652 1,768 Ordinary
8/6/2018 GAUS Sell 501,572 47,408 Ordinary
8/6/2018 GAUS Buy 358,267 33,863 Ordinary
8/6/2018 GAUS Buy 142,561 13,545 Ordinary
8/6/2018 GSAMI Buy 30,545 2,924 Ordinary
8/6/2018 GAUS Buy 82,985 7,872 Ordinary
8/6/2018 GAUS Buy 6,135,952 584,187 Ordinary
8/6/2018 GSI Buy 6,126,731 584,187 Ordinary
8/6/2018 GSI Buy 358,267 33,863 Ordinary
8/6/2018 GSI Buy 142,561 13,545 Ordinary
8/6/2018 GSI Buy 11,448 1,086 Ordinary
8/6/2018 GSI Buy 71,537 6,786 Ordinary
8/6/2018 GSCO
Return of
borrowed
securities N/A 57,605 Ordinary
8/7/2018 GSI Buy 9,285 882 Ordinary
8/7/2018 GSI Sell 442,665 41,919 Ordinary
8/7/2018 GAUS Sell 4,099 389 Ordinary
8/7/2018 GAUS Buy 716,660 67,727 Ordinary
8/7/2018 GAUS Sell 712,544 67,338 Ordinary
8/7/2018 GSI Buy 99,518 9,455 Ordinary
8/7/2018 GSAMLP Sell 30,276 2,882 Ordinary
8/7/2018 GSAMLP Sell 1,481 141 Ordinary
8/7/2018 GSAMLP Sell 2,206 210 Ordinary
8/7/2018 GSAMLP Sell 1,691 161 Ordinary
8/7/2018 GSAMLP Sell 1,334 127 Ordinary
8/7/2018 GSAMLP Sell 1,366 130 Ordinary
8/7/2018 GSAMLP Sell 1,418 135 Ordinary
8/7/2018 GSAMLP Sell 1,082 103 Ordinary
8/7/2018 GSAMLP Sell 2,994 285 Ordinary
8/7/2018 GSAMLP Sell 1,324 126 Ordinary
8/7/2018 GAUS Buy 2,467,042 233,378 Ordinary
8/7/2018 GSI Buy 2,465,806 233,378 Ordinary
8/7/2018 GAUS Buy 69,139 6,538 Ordinary

11

Date of
change
Person whose
relevant interest
changed
Nature of
Change
Consideration given
in relation to change
(NZD)
Number of
Securities
Class
8/7/2018 GAUS Buy 5,219,882 494,215 Ordinary
8/7/2018 GSI Buy 5,212,050 494,215 Ordinary
8/7/2018 GSI Buy 716,660 67,727 Ordinary
8/7/2018 GSI Sell 4,099 389 Ordinary
8/7/2018 GSI Buy 9,538 902 Ordinary
8/7/2018 GSI Buy 59,596 5,636 Ordinary
8/7/2018 GSI
Return of
borrowed
securities N/A 12,000 Ordinary
8/7/2018 GSI
Return of
borrowed
securities N/A 350,000 Ordinary
8/7/2018 GSCO
Borrow of
securities N/A 780,400 Ordinary
8/8/2018 GAUS Buy 4,624,389 444,209 Ordinary
8/8/2018 GSI Buy 4,624,389 444,209 Ordinary
8/8/2018 GAUS Buy 150,266 14,437 Ordinary
8/8/2018 GAUS Buy 3,080,661 295,831 Ordinary
8/8/2018 GSI Buy 3,076,038 295,831 Ordinary
8/8/2018 GSI Buy 6,131,839 591,196 Ordinary
8/8/2018 GSI Buy 433,412 41,787 Ordinary
8/8/2018 GAUS Buy 6,572,506 632,983 Ordinary
8/8/2018 GSI Buy 20,734 1,992 Ordinary
8/8/2018 GSI Buy 129,533 12,445 Ordinary


Signature



Print name:


Haruka Araki
(signing under power of
attorney)

Capacity:

Attorney

Sign here:




Date:

15 August 2018

Annexure C – Relevant Agreements
Part A

6
>
3%
£222
€
DATED
.1
Ve 'sion: DECEMBER
1995
OVERSEAS SECURITIES LENDER'S AGREEMENT
Clifford
Chance,
200 Aldersgate Street
London. ECIA
4JJ
Reif TJH
@

~
CONTENTS
Clause
1.
INTERPRETATION
2.
LOANS OF SECURITIES
3.
DELIVERY OF SECURITlES
4.
RIGHTS AND TITLE
5,
RATES
.
6.
COLLATERAL
7.
REDELIVERY OF EQUlVALENT SECURITlES
8.
SET-OFF ETC
9.
TAXATlON
10
LENDER'S WARRANTIES
11,
BORROWER'S WARRANTIES
12.
EVENTS OF DEFAULT
13.
OUTSTANDING PAYMENTS
l4.
TRANSACTIONS ENTERED INTO AS AGENT
l5,
TERMINATION OF COURSE OF DEALINGS BY NOTICE
..
16,
GOVERNlNG PRACTICES
17.
OBSERVANCE OF PROCEDURES
18.
SEVERANCE
19.
SPEClFlC PERFORMANCE
20.
NOTICES
21.
ASSIGNMENT
22.
NON
-
WAIVER
234
ARBITRATlON AND JURISDICTION
24.TIME
25.
RECORDING
26,
GOVERNING LAW
SCHEDULE A
SCHEDULE B
(Tax Addendum)
....
Page
.,1
.14
.15
.15
.17
.18
.22
.23
...25
...26
..... 27
...27
...28
...29
..... 30
,,,31
...31
...31
...31
...31
..... 32
...32
...32
...32
...32
...32

%
THIS AGREEMENT
is made the
day
of
,
2004
BETWEEN:-
(1)
Royal Tmst Corporation
of
Canada,
a
company incoxporated under the laws
of
Canada
whose registered office is at Royal Tmst Tower, 77 King Street, West, 35"' Floor, Toronto,
Ontario. Canada. MSW 1P9; and
(2)
Goldman Sachs Intemational, an unlimited companyincorporated ul lderthe laws
of
England
whose registered oftlce is
at Peterborough Court,
133
Fleet Street, London EC4A ZBB,
England.
WHEREAS:-
l.
The Panies hereto are desirous
of
agreeing
a
procedure whereby
aither one
of
them (the
"Lender") will
make available to the other
of
them (the
"Borrov 'er") from time to time
Securities (as hereinafier deflned) in order to enable the Bonowe
,
subject to any hqland
Revenue provisions then in force, to
fulfil
a
contract to sell such Secl uities er to on-lend such
Securities to
a
third pany to enable such pany to fulfil
a
contract to sell such Securities,
whether or not
as
pan
of
a
chain
of
arrangements to enable the fin;
1
pany in such chain to
fulill
a
contract to sell such Securities 0r to replace an existing lo;m
of
Securities to such
third party, er for other purposes.
2.All
transactions carried out under this Agreement
will
be effected in accordance with the
Rules (as hereinalier defined)
TOGETHER WITH
current marke
practices, customs and
convent10ns.
NOWTHIS AGREEMENT WITNESSETH ANDITIS HEREBYAGILEED AS FOLLOWS:
1.
INTERPRETATION
(A)
In this Agreement:
-
"Act of lnsolvency"
means
in relation to either Party
(i)
its
making
a
general
assigrunen1
for the benefit of,
or
entenng
1nto a reorgan1zat10n,
am ngement, or composit10n
with creditors, or
1

~
(ii)
(iii)
(iv)
iv)
(vi)
llagentvv
"Alternative Collateral"
its admitting in writing that it
is
mable to pay its debts
as
they become due, or
its seeking, consentingto or acquisscing in the appointment
of
any
tmstee,
administrator,
rsceiveror
liquidator
or
analogous officer
of it or any male dal pan
of
its property, or;
the presentation er Hling
of
a
petition in respect
of it (other
than by the other Pany to this Agreement in respect
of
any
obli gation under this Agreement) in any coun or before any
agency
alleging
er
for
the
bankmptcy,
winding
-up
or
insolvency
of
such Pany (or any malogous proceeding) or
seeking any reorganization, arrar gement, composition, re
-
adjustment,
administration,
liqxidation,
dissolutionor
similar relief under any present or future
statute,
lawor
regulation, such petition (except ja the case
of
a
petition for
winding
-
up or any analogous pro( eeding inrespect
of
which
no such 30 daypeiiod shall applyj not havingbeen stayedor
dismissed
within
30 days
of
its 5 ing;
the appointment
of
a
receiver, acministrator, liquidator or
tmstee or analogous officer
of
sxch pany over all or any
material pan
of
such
pany's property; or
the convening
of anymeetingof
il
s
creditors for the purpose
of
considering
a
voluntary arrar gement
as
referred to in
Section
3
of
the Insolvency Act
1986
(or any analogous
proceeding;
shall have the same meaning give n in Clause 14;
means Collateral
of
a
Value equal to the Collateral delivered
pursuant to Clause 6 and provider by
wayof
substitution for
Collateral originally delivered
ox
previously substituted in
accordance
with
the provisions
0
'Clauses 6(F) or 6(G);
2

~
"Appropriate Tax Vouchers"
means:
"Approved UK Collecting Agent"
"Approved lntermediary"
"Assured Payment"
(i)
either such tax vouchers
£
nd/or cenificates
as
shall
enable the recipient to
c1£
im and receive from any
relevant
tax
authority,
in
respect
of
interest,
dividends,
distribution
and/or
other
amounts
(including
for
the
av( üidance
of
doubt
any
manufactured
payment)
relating
to
particular
Secu1ities, all and any repayment
0f
tax or benefit
of
tax credit to which the Lender would have been
entitled but for the loan
0*
'Secudties in accordance
with this Agreement and/ Jr to which the Lender is
entitled in respect
of
tax withheldand accounted
for in
respect
of
any mznufactured payment;
er
suchtax
vouchers
an(/or
cenificates
as
are
provided
by
theBorrowerwhich
evidencean
amount
of
overseas
rai
deducted
whichshall
enable the recipient to
clz
im
and receive from any
relevant tax authority all und anyrepayment
of
tax
from the UK Inland Re'/enue or benefits
of
tax
credit
in
the
jurisdict
on
of
the
recipient's
residence; and
(ii)
such
vouchers
and/or
ceni6<mtes
in
respect
of
interest,
dividends,
dis ;ributions
and/or
other
amounts relating to partiuular Collateral;
means
a
person who is approved
£ s
suchfor the purposes
of
theRules
of
the
UK
lnlam
Revenue
relating
to
stocklending and manufactured
i1
1terest and dividends;
means
a
person who is approved
€
s
such forthe purposes
of
the Rules
of UK Inland
Revenue
relating to stocklending
and manufactured interest and di lidends;
means
a
payment obligation
of
a
Settlement Bank a1ising
(under the Assured Papnem Ag 'eement)
as a result
of
a
transfer
of
stock or other secu1itie
;
to
a
CGO stock account
of
a
member
of
the CGO for who:
n
that Settlement Bank is
actmg;
3

"Assured Payment Agreement"
"Base Currency"
"Bid Price"
"Brd Value"
means an agreement dated 24 October 1986 between the
Bank
of
England and all other ban ks which are for the time
being acting
as
Settlement Bank:in relation to the CGO
regulating the obligations
of
such banks to make payments
in respect
of
transfers
of
securit
es
through the CGO
as
supplemented and amended
fi
-
om time to time;
has the meaning given in the
Sch<
:dule hereto;
in relation to Equivalent Secu1itie; er Equivalent Collateral
means
the
best
available brd prce thereof on the most
appropriate market in
a
standard :.ize;
Subject to Clause 8(E) means:-
(a)
in relation to Equivalent Collateral at
a
particulax
time:
-
iii
in relation to Collateral Types B(x) and C
(more
specifica
ly
referredto
in
the
Schedule) the Vz lue thereof
as
calculated
in accordance with such Schedule;
(ii)
in relation to all other types
of
Collateral
(more
specifica ly
referredto
in
the
Schedule)
the
anount
whichwould
be
received on
a sah
:
of suchcollateral
at the
Brd
Price there(f
atsuch
times
less
all
costs,
feesand
zxpenses
that
would be
incu1red
in
conlection
with
selling
or
otherwise
reali ;ing
such
Equivalent
Collateral,
calcu ated on the assumption
that the aggregat
=
thereof is the least that
could reasonabl)
be expected to
be paid
in
order
to
cerry
out
suchsale
or
realisation and
aw
lding thereto the amount
of
any interest, d vidends, distributions or
other amounts p ltd to the Lender and in
respect
of which aquivalent amounts have
not
been
paid
to
the
Bonower
in
4

"Borrower"
"Borrowing Request"
"Business Day"
"Cash Collateral"
accordance
with
Clause 6(G)pliOrtO such
time
in
respeu
of
such
Equivalent
Collateral or
the
original Collateral held
gross
of
all
and
any
tax deducted or paid
in respect thereoE
and
(b)
in relation to Equivalent Securitics
at a
panicular
time the amount which w ould be received on
a sale
of
such
Equivalent
Securities
at
theBrd
Price
thereof
at
such
time
lass
all
costs,
feesand
expenses
thatwould
be
incurred
in
connection
therewith,
calculated on the assumption that the
aggregate thereof is the
l<
ast that could reasonably
be
expected to be paid
n order to can'y out the
transact10n;
with
respect
to
a
panicular joan
of
Secuiities means the
Borrower
as
referred to in Recita
l of
this Agreement;
means
a
request made (by telephane er Otheiwise) by the
Borrower to the Lender pursuant
l
o Clause 2(A) specifying
the description, title and amount
of
the Securitim required
by
the
Boxrower,
the
proposei
Settlement
Date
and
duration
of
such joan and the date, time, mode and place
of
de1ive1y
which shall, where releve nt, include thebankagent
clea1ing or settlement system and accountto which delive1y
of
the Secu1ities is to be made;
means
a
day on which banks ard secudties markets
are
open for business generally in London and, in relation to
the delivery or redeliveryof any
o
fthe fo1lowing in relation
to any loan, in the place(s) wher: the relevant Securities,
Equivalent
Secuxities,
Collateral
(including
Cash
Collateral) er Equivalent Collate1 al are to be delivered;
means
Collateral
thattakes
thu
fonn
of
a
deposit
of
currency;
5

"Central Gilts Office"
"CGO Collateral"
"CGO Rules"
"Close of Business"
"Collateral"
"Defaulting Party"
"Equivalent Collateral"
or
"Collateral equivalent to"
means the computer based systen
managedbytheBank or
"CGO" of
England to facilitate
l
he book-entrytransfer
of
gilt
-edged securities;
Shall have the meaning specifiej in paragraph A of the
Schedule;
means the requirements
of
the C 3O for the time being in
force
as
deflned in the membership agreement regulating
membership
of
the CGO;
means the time at whichbanl<s close in the business centre
in which payment is to
be
male er Collateral is to
be
delivered;
means such secu1ities er financial instmments or deposits
of
cunency
as are referred to in
tre
Schedule hereto or any
combination thereof which are del ivered bythe Bonower to
the Lender in accordance with
his
Agreement and shall
includethe
ceniicates
and
(thor
documents
of
or
evidencing title and transfer in
re: ;pect
of
the foregoing
(as
appropriate), and shall include
A
temative Collateral;
shall have the meaning given in (ilause
12;
in relation to any Collateral provi( cd underthis Agreement
means securities, cash er other property,
as
the case maybe,
of
an identical type, nominalvalul
:,
description andamount
lo panicular Collateral
so
provided and shall include the
cenificates and other documems
uf
er evidencingtitle
and
transfer in respect
of
the foregoin;;(as appropriate).
If
and
to the extent that such Collateral consists
of
securities that
are
panly
paid
or
have
been
converted,
subdivided,
consolidated,
redeemed,
made
tre
subject
of
a
takeover,
capitalisation issue, rights issue
(r
event similar to any
of
the
foregoing,
the
expression
shall
have
the
following
meamng:
6

(ß)
(b)
(C)
(d)
je)
(0
in
the
case
of
conversion,
subdivisionor
consolidation the secu1ities into which the relevant
Collateral
hasbeen
coaverted,
subdivided
or
consolidated PROVIDEJ) THAT,
if
appropriate,
notice has been given in accordance with Clause
4(B)(vi);
in
thecase
of
redempjon,
a
sum
of
money
equivalent to the proceeds
0f
the redemption;
in the
case
of
a
takeovzr,
a
sum
of
money
or
securities,
being the consideration or altemative
consideration
of
which
,he
Borrower
has
given
notice to the Lender in
accordance
with
Clause
4(B)(vi);
in the
case
of
a
call on
;anly
paid securities, the
paid
-
up
secu1ities
PROVIDED
THAT
the
Boxmwer shall have paid lo the Lender an amount
of
money equal to the snm due in respect
of
the
call;
in the
case
of
a
capitalisation issue, the relevant
Collateral
TOGETHER
WITH
thesecurities
allotted by way
of
a
bom
s
thereon;
in the case
of
a zi ghts isst e, the relevant Collateral
TOGETHER
WITH
the
secu1ities
allotted
thereon,
PROVIDED
l HAT
the Borrower
has
given
noticetothe
Leider
in
accordance
with
Clause 4(B)(vi), and has Jaidto the Lender alland
any sums due in respect
hereof;
7

"Equivalent Securities"
(g)
in the event that
a payme1
Lt
or deliveryof lncome is
made
in respect
of
the relevant Collateral in the
fonn
of
securities or
a
curtiticate which may
at a
future date be exchange! for secu1ities er in the
event
of
an option to take Income in the fonn
of
secuxities
or
a
cenificatcr which may at
a
future
date be exchanged for secu1ities, notice has been
given to the Borrower in accordance with Clause
4(B)(vi)
therelevant
('ollateral
TOGETHER
WITH
secu1ities
or
a
:enificate
equivalent
to
those allotted;
(h)
in
thecase
of
any
event
similar
to
any
of
the
foregoing,
the
relevant
Collateral
TOGETHER
WITH
or replaced by
a
s'
im
of moneyor securities
equivalent
to
that
received
in
respect
of
such
Collateral resulting from such event;
For
the
avoidancg
of
doubt,
in
the
case
of
Banker's
Acceptances (Collateral type B(x)), Equivalent Collateral
must bear dates, acceptances and endorsements
(if
any) by
the same entities
as
the
bill
to which it
is intended to be
equivalent and for the purposes
ofthis definition,
secu1ities
are
equivalem
toother
securitiEs
where
they
are
of
an
identical type, nominal value,
des
c1iption and amount and
such tenn shall include the
cex1ifi< :are and
other documents
of
or
evidencing
title
andtra:1sfer
in
respect
of
the
foregoing
(as
appropiiate);
meanssecurities
of
an
identic;ll
type,
nominal
value,
description and amount to particJlar Securitim borrowed
and
such
tenn
shall
includetkecenificates
and
other
documents
of
or evidencing title
and
transfer in respect
of
the foregoing las appropriate).
lf
and to the extent that
such
Securities
are
panly paid Jr
have been
convened,
subdivided, consolidated, redeerr ed, made the subject
of
a
takeover, capitalisation issue, lights issue or event similar to
any
of
the
foregoing,
the
expression
shall
have
the
following meaning:
8

ja)
(b)
(C)
cd)
(€)
cD
(g)
in
the
case
of
comersion,
subdivision
or
consolidation
the
secuitiesinto
which
the
bonowedSecuxities
Javebeen
convened,
subdivided er consolidatl
ad
PROVIDED THAT
if
appropdate, notice has teen given in accordance
with
Clause 4(B)(vi);
in
the
case
of
redemption,
a
sum
of
money
equivalent to the proceec
s
of
the redemption;
in
the
case
of
a
takeover,
a
sum
of
money
or
securities,
being the col sideration or altemative
consideration
of
which tke Lender has given notice
totheBorrower
in
a
=
cordance
with
Clause
4(B)(vi);
in the
case
of
a
call on partly paid securitias, the
paid
-up secu1ities PROVD)ED
THAT
the Lender
shallhave
paid
to
the
3orrower
an
amount
of
money equal to the sum
ülue
in respect
of
the call;
in the
case
of
a
capitalizz tion issue, the borrowed
Securitias
TOGETHEI1
WITH
the
secu1ities
allotted by way
of
a
bom
s
thereon;
in
the
case
of
a
ri
~
l
s
issue,
the
bonowed
Securities
TOGETHER
WITH
thesecuritias
allotted thereon. PROVIDED THAT
the Lender
has
given notice to the
3orrower in accordance
with
Clause 4(B)(vi),
and has paid to the Bonower
all and any sums due in r aspect thereof
in the event that
a
paymer t or delive1yof hlcome is
made in respect
of
the bufowed Securities in the
fom1
of
secu1ities or
a
crrtificate which may
at
a
future date be exchanged for securities or in the
event
0f
an
option to take Income in the fonn of
secu1ities
er
a
certiticate
which may
at
a
filture
date be exchanged for se:u1ities, notice has been
given to the Borrower in accordance with Clause
9

"Event of Default"
"Income"
"lncome Payment Date"
"Lender"
"Manufactured Dividend"
"Margin"
4(B)(vi)
theborrowed
Securities
TOGETHER
WITH
securities
0r
a
nertificate
equivalent
to
those allotted;
(h)
in
the
case
of
any
evert
similar to any of
the
foregoing, the borrowed 3ecu1ities
TOGETHER
WITH
or replaced by
a
s1
em
of moneyor
secu1ities
equivalent
to
that
receiled
in
respect
of
such
borrowed Securities resujting from such event;
For the purposes
of
this definition
securities are equivalent
toother
secu1ities
where
they
are
of
an
identical
type,
nominal value, description and an .ount and such term shall
include the cenificate and other dc cmnents
of
or evidencing
title
and
transfer
in
respect
of
the
foregoing
(as
appropdate);
has the meaning given in Clause
[
2;
any interest, dividends or other distxibutions
of
any kind
whatsoever with respect to any Sucuriti
~
er Collateral;
with
respect to any Securities or Collateral means the date
on which lncome
is paid in respzct
of
such Secuiities or
Collateral,
or,
in
thecase
of
registered
Securities
or
Collateral,
thedate
by
reference
to
which
panicular
registered
holders
are
identifiej
as
being
entitled
to
papnent
of
lncome;
with
respect to
a
parlicular joan
of
Secu1iti
~
means the
Lender
as
refened to in Recital
l of
this Agree1nent;
shall have the meaning given in (Ilause 4(B)(ii);
shall have the meaning specified in the Schedule hereto;
10

"Nominee"
"Non-Defaulting Party"
"Offer Price"
"Offer Value"
"Parties"
"Performance Date"
"Principal"
means an agent er
a
nominee appc inted by either Partyand
approved
(if
appropiiate)
as such
bythe Inland Revenue to
accept delivery of, hold or deliv( r Securities, Equivalent
Securities,
Collateral
and/or Equivalent Collateral on its
behalf whose appointment
has buen notified to the other
Pany;
shall have the meaning given in ( lause 12;
in relation to Equivalent Securitie; or Equivalent Collateral
means the best available offer p1ice thereof on the most
appropriate market in
a
standard size;
Subject to Clause 8(E) means:-
(a)
in relation to Collateral
equivalent to Collateral
types B
(ix)
and C (more Hpecificallyreferred to in
theSchedule
hereto)
the
Valuethereof
as
calculated in accordance with such Schedule; and
(b)
in relation to Equivalent Securities or Collateral
equivalent to all other ljpes of Collateral (more
specif1ca1lyrefe1red to in the Schedule hereto) the
amoum
it
would
cestto
boy
such
Equivalent
Securitics
or Equivalent
Collateral
at
the
Offer
Price thereof
at such
tim:
together with all costs,
feesand
expenses
that
would
be
incuwed
in
comlection therewith,
calü eulated
on the assmnption
that the aggregate there(
f
is the least that could
reasonablybe expected
t<
>
be paid in order to can
-
y
out the transaction:
means the Lender and the Borro
wer and "Pany" shall be
constmed accordingly;
shall have the meaning given in (Tlause 8;
shall have the meaning given in (llause l4;
11

"Reference Price"
"Relevant Payment Date"
means:
(a)
in
relationtothe
wluation
of
Securities,
Equivalent Securities, Cullateral and/or Collateral
equivalent
to
types
B
(li),
(viii),
(xi)
and
(xii)
(more
specifically
refered
to
in
theSchedule
hereto) such price
as
is
squal to the mid market
quotation
of
such Securit
es,
Equivalent Securities,
Collateral and/or Equiva ent Collateral
as
derived
from
a
reputable p1icing information service (such
as
the
services
provimd
by
Reuters,
Extel
Statistical
Services
an
i
Telerate)
reasonably
chosen
in
good
faith
by
theLenderor
if
unavailable the market value thereof
as
delived
from the prices or rates brd by
a
reputable dealer
for the relevant instrumunt reasonably chosen in
good faith by the Lender, in each case at Close
of
Business on the previous Business Day;
(b)
in relation to
the
valuation
of
Collateraland/or
Collateral equivalent to ( ollateral types A and
Bill
(more
specifically
refered
to
in
theSchedule
hereto),
the
CGO
Re
Terence
Price
of
such
Securities, Equivalent
So
:urilies, Collateraland/or
Equivalent Collateral the
1
current
as
detennined in
accordance
with the CGO Rules from time to time
in force.
(c)
in relation to the valualion of Collateral and/or
Collateral equivalent to ( ollateraltypes B(iii), (iv),
(v), (vi), (vii)
and
(ix), (note speciflcally referred
to in the Schedule heretoöthe market value thereof
as
derivedfrom the
rates
brd by Barclays Bank
PLCfor
such
instrumerts or,
in the
absence
of
such
a
brd,the average
of
the rates brd by two
reading
market
makers
for
such
instmments
at
Close
of
Business on the previous Business Day;
shall have the meaning given in Clause 4(B)(I);
12

"Rules"
"Securities"
"Settlement Bank"
"Settlement Date"
"Stock Exchange"
means the rules for the time being
of
the Stock Exchange
(where either Pany is
a
member
of
the Stock Exchange)
and/or
any
other
regulatory
aut101ity
whose
mles
and
regulations shall from time to tin.e affect the activities
of
the Panies pursuant to this Agre
zment
including but not
limited to the stocklendingregula ions and guidance notes
relatingto beth stocklending and1 aanufactured interestand
dividends for the time being in for :e
of
the Conmiissioners
of
the
hülandRevenueand
an;'
associated
procedures
required pursuamthereto (PROVIDED THAT in
an Event
of
Default, where either Pany
is
a
member
of
the Stock
Exchange,
theRules
and
Regulations
of
the
Stock
Exchange shall prevail);
means Overseas Securities
as
detined in the Income Tax
(StockLending)Regulations 1980
(S.1
1989No. 1299)(as
amended bythe hlcome Tax (Stocl;Lending) (Amendment)
Regulations 1990 (S.I. 1990No. 2552)and
1993 (S.l. 1993
N0. 2003)) er any statutory modification or
re
-
enactment
thereof for the time being in forc
B
which the Bonower
is
entitled to bonow from the Lendr
r
in accordance
withthe
Rules and which are the subject
cf
a
joan pursuant to this
Agreement and such temü shall in :jude the certificates and
other documents
of title in
respec;
of
the foregoing;
means
a
settlement
member
of
the
CHAPS
and
Town
Clea1ing
systems
who
hasentered
intocontractual
anangements with the CGO to p 'ovide Assured Payment
facilities for members
of
the CG0;
means
the
date
upon
whichSecu1ities
are
or are to
be
transferredto
theBorrower
ir
accordance
with
this
Agreement;
means the London Stock Exchan;
ge
Limited;
13

"Value"
at
any panicular time
means
in Iespect
of
Secuxities and
Equivalent
Secu1ities,
theReference
Pricethereof then
cunent
and
in
respect
of
Colleteral
and/or
Equivalent
Collateral such wonh
as
detennin! :d in accordance withthe
Schedule hereto.
(B)All
headings appear for convenience only and shall not affect the iaterpretation hereof
(C)
Notwithstanding the
use
of
expressions such
as
"borrow""lend"
"Collateral", "Margin",
redeliver", etc. which are used to reflect temlinology used in the
r
1arket
for transactions
of
the
kind
provided
for
in
this
Agreement,
title to
Securities"borrowed"or
"lent"
and
"Collateral" provided in accordance withthis Agreement shall pass from one Partyto another
as
provided for in this Agreement, the
Pa11y
obtaining such title being obliged to redeliver
Equivalent Securities or Equivalent Collateral
as
the case may be.
(D)
For the purposes
of
Clauses 6(H)
-
6(K)
and 8(C)-8(E)
of
this Agree1 nent or othen;vise where
a
convemion into the Base Currency is required, all
p1ices,
sums
ur values (including any
Value,
Offer
Value
and
Brd
Value)
of
Secu1ities,
Equivalent
Securitias,
Collateral
or
Equivalent Collateral (including Cash Collateral)
stated
in currencies other than the Base
Currency shall be convened into the Base Cunencyat the spot rate
c
f
exchange atthe relevant
time in the London interbank market for the purchase
of
the Base
C mencywiththe currency
concemed.
(E)
Where at anytime there is in existence anyother agreement betwee
n
the Parties the tenns
of
which make provision for the lending
of
Securities (as defined in t} is Agreement)
as
well
as
other securities the tenns
of
this Agreement shall applyto the lendin
gof
such Secu1ities to the
exclusion
of
any other such agreement.
2.
LOANS OF SECURITIES
(A)
The Lender
will
lend Secu1ities to the Borrower, and the Borrowcr
will bonowSecurities
from the Lender in accordance withthe remis and conditions
of
thin Agreement and with the
Rules
PROVIDED ALWAYS THAT
the Lender shall have receiv
ad
fi'om the Boxrowerand
accepted (by whatever means)
a
Borrowing Request.
(B)
The Borrower
has the right to reduce the amount
of
Secuxities refened to in
a
Bolrowing
Request
PROVIDED THAT
the Borrower has notiiied the Lender
of
suchreduction no later
than middayLondon time on the daywhich is two Business Days
pz
tor to the SettlementDate
unless
othenvise
agreed
between
the
Paniesandthe
Lender
si1allhave
accepted
such
reduction (by whatever means).
l4

3.
DELIVERY
OF SECURITlES
The Lender shall procure the delivery of Securities to the Borrower or deliver such Securities in
accordance
with the relevant Borrowing Request TOGETHER
WITH
approp1iate instmments
of
transfer duly slamped where necessary and such other instmments
as
ma)
be requisite to vest title
thereto in the Bonower.Such Secu1ities shall be deemed to have been deliw ered
bythe Lender to the
B01mwer on delivery to the Borrower or
as
it shall direct
of
the relevant inslmments
of
transfer, or in
the case
of
Securities held by an agent or
a
clearing or settlement system on the effective instructions
to such agent er the operator
of
such system to hold the Secu1ities absolutely for the Borrower, er by
such other means
as
may be agreed.
4.
RIGHTS AND TITLE
(A)The
Parties
shall
execute
and
deliverall
necessary
documentsand
give
all
necessary
instmctions to procure that all right, title and interest in:
(1)
any Securities borrowed pursuant to Clause 2;
(ii)
any Equivalent Secu1ities redelivered pursuant to Clause
7
;
(iii)
any Collateral delivered pursuant to Clause 6;
(iv)
any Equivalent Collateral redelivered pursuant to Clauses
6
or
7;
shall pass from one Pany to the other subject to the tenns and conditions mentioned herein
and
in accordance with the Rules, on delivery or redelivery
of
the ;ame in accordance with
this Agreement, free from all liens, charges and encumbrances.
in
the case
of
Secu1ities,
Collateral, Equivalent Securities or Equivalent Collateral title to which
is registered in
a
computer based system which provides for the recording and trans
?er
of title to the same by
wayof
book entries, delive1y and transfer
of title shall take place in accordance withthe rules
and procedures
of
such system
as
in force from time to time.
The
P 1ny acquiring such right,
title
and interest shall have no Obli gation to retum er redeliver any
of
the assets so acquired
but, in
so
far
as
any Securities are borrowed or any Collateral is delivered to such Pany, such
Pany shall
be
obliged,
subject
to
the temqs
of
this
Agreement,
to
redeliver Equivalent
Secu1ities or Equivalent Collateral
as
appropxiate.
(B)
(i)
Where Income is paid in relation to any Securities on or
b/
reference to an Income
Payment Date on which such Securities are the subject :)f
a
joan hereunder, the
Borrower shall, on the date
of
the payment
of
such hlcome, or on such other date
as
the panies may from time to time agree, (the "Relevant Fayment Date") pay and
15

(ii)
(iii)
(iv)
IV)
deliver
a
sum
of
money
er
propeny
equivalent
to
thu
same(with
any
such
endorsements or assignments
as
shall be customary and
appropliate to effect the
delivery) to the Lender or its Nominee, i1respective
of
whetlüer the Borrower received
the same.
The provisions
of
sub
-
paragraphs
(ii)to
(v) bell w shall apply in relation
hereto.
subj ect to sub
-
paragraph
(iii)
below, in the case
of
any moor
je
comp1ising
a
paymem,
the amount (the
"Manufactured Dividend")
payable bythe B01rower shall be equal
to the amount
of
the relevant lncome together with
an ajnount equivalent to any
deduction, withholding or payment for or on account of
1ax
made by the relevant
issuer (or on its behalf) in respect
of
such hlcome together
'
vithanyamount equal to
any other tax credit associated with such lncome unless
a
lesser amount is agreed
between
the Paniesor
an
Appropriale Tax Voucher (t( gether with any fi1rther
amount which may be agreed between the Partics to be
pa
id) is provided in lieu
of
such deduction, withholdingtax credit or payment.
Where either the Borrower, or any person to whom the B01rower has on
-lent the
Secudties, is unable to make payment
of
the Manufactureül Dividend to the Lender
without accountingto the Inland Revenue fqr any amount
(
f
relevant tax (as required
by Schedule 23A to the Income and Corporation Taxes Act 1988) the Borrower shall
pay to the Lender or its nominee, in cash, the Manufacture
d
Dividend
less amounts
equal
tosuch
tax.
TheBorrowershall
at
the
same
t me
if
requested
supply
Appropxiate Tax Vouchers to the Lender.
If
at any time anyManufactured Dividend falls to be paid
a 1d
neither
of
the Parties is
an
Approved UK Intemqediaryor
an
Approved UKCollec ;ing Agent, the Borrower
shall procure that the payment is paid through an Approve
d
UK htemiediary or
an
Approved UK Collecting Agent agreed bythe Partias for
iris
purpose, unless the rate
of
relevant withholding tax in respect
of
any Income that w Juld have been payable to
the Lender but for the joan
of
the Securities would have bel
:n
zero and no income tax
liability under Section
123
of
the lncome and Corporatiol Taxes Act 1988 would
have arisen in respect thereof.
In the event
of
the Borrower falling to remit either direct
,y
or by its Nominee any
sum payable pursuant to this Clause, the Borrower herebylmdenakes to pay
a
rate to
the Lender (upon demand) on the amount due and outstai ding at the rate provided
for in Clause
13
hereoflInterest on such sum shallaccme
<
lailycommencingon
and
inclusive
of
thethird
Business
Day
after
the
Relevant
Payment
Date,
unless
otherwise agreed between the Panies.
16

5.
(A)
(B)
(vi)
Each Party undertakes that where
it
holds securities
of
the same description
as
any
seculities bon
-
owed by
it or transferred to it by way of ccllateral at
a
time when
a
right to vote
arises in respect
of
such secu1ities,
it will
uue its best endeavours to
arrange for the voting1i ghts attached to such secu1ities to b : exercised in accordance
with the instmctions
of
the lender or Borrower
(as the
car
.e
may be) PROVH)ED
ALWAYS THAT
each
Pany shall use its best endeavour:, to
notifythe other of its
instmctions in writing no later than seven Business Days pr or to the dateupon which
such votes are exercisable or
as
othewvise agreed between the Parties and that the
Panyconcemed shall not be obliged
so
to exercise the
voteä
in
respect
of
a
number
of
securities greater than the number so lent or transferred to it.
For the avoidance
of
doubtthe Parties
agree
that
subject
as
hereinbefore prcvided any voting rights
attaching
totherelevant
Secu1ities,
Equivalent
Secu:ities,
Collateraland/or
Equivalent Collateral shall be exercisable by the persons in whose name they are
registered
or
in the
case
of
Securities,
Equivalent
Secuities,
Collateraland/or
Equivalent Collateral in bearer fonn, the persons by or on behalf
of
whom they are
held, and not necessarilyby the B01rower er the Lender
(€ s
the case may be).
(vii)
Where, in respect
of
anyborrowed Securiti
~
or any Collatl
sral,
anyrights relatingto
conversion, sub-division, consolidation, pre-empting, rights arising1mder
a
takeover
offer er other rights, including those requiiing election bJ the holder for the time
being
of
such Securities or Collateral, become exercisable pxior to the redeliveryof
Equivalent Securitim or Equivalent Collateral, then the
LE
nder or Borrower,
as
the
case
maybe, may, within
a
reasonable time before the late:
Ei
time for the exercise
of
the
right
or
option
give
written notice to the other par;y that
on
redelive1y
of
Equivalent
Securities
er Equivalent Collateral,
as
the cese may be,
it
wishesto
receive Equivalent Securities or Equivalent Collateral in
su
:h foml
as
will
a1ise
if
the
right is exercised or, in the case
of
a
ri ght which maybe
ex
ercised in more than one
manner, is exercised
as
is speciiied in such written notice.
(viii)
Any payment to be made by the Bonower under this Ciause shall be made in
a
mamer to be agreed between the Panies.
RATES
In respect
of
sach joan
of
Securities, the Bonower shall pay to tre Lender, in the manner
prescribed
in sub
-
clause (C),
sums
calculated by applying
such
rate
as
shall be agreed
between the Panies from time to time to the daily Value
of
the
rel< :vant Securities.
VK/here
Cash Collateral is deposited wilh the Lender in respect
of
any joan
of
Securities in
circumstances where:
l7

(C)
6.
(A)
(i)
interest is eamed bythe Lender in respect
of
such Cash Collateral and that interest is
paid to the Lender without deduction
of
tax, the Lender
sha
l1
payto the B01rower, in
the marmor prescxibed in sub-clause (C), an amount equzl to the gross amount
of
such interest eamed.
Any
such pa)ment due to the Borrou er maybe sei-
off
against
any payment
due
to the Lender pursuant to
sub-clause (A) hereof
if
either the
Borrower
has warranted to the Lender in this Agreement that it is subj ectto tax inthe
United Kingdom under
Case
I
of
Schedule D
in
respect
of
any income alising
pursuant to or in comection with the b01rowing
of
Securitie
s
hereunder or the Lender
has
notitied the B01rower
of
the gross amount
of
such into rest or income; and
(ii)
sub-clause (B)(I) above does not apply, the Lender shall p£.,yto the Borrower, in the
manner presented in sub-clause (C), sums calculated byapplying such rates
as
shall
be
agreed
between
the
Parties
fromtime
to
time to th:
amount
of
such
Cash
Collateral.
Any
such
payment due to the Bonower may
besei-
off
against any
payment due to the Lender pursuant to sub-clause (A) her eoe
In respect
of
each joan
of
Secu1ities, the payments refeired to in su
>
-Clauses
(A)
and (B)
of
this Clause shall accme daily in respect
of
the period conunencim; on and inclusive of the
Settlement Day and temlinatingon and exclusive
of
the BusinessD£
yupon which Equivalent
Securities are redelivered 0r Cash Collateral is repaid.
Unless other wise agreed, the sums so
accruing in respect
of
each calendar month shall be paid in
a1Tear;
by the Borrower to the
Lender or to the Borrower bythe Lender
(as the case maybe) not taler than the Business Day
which is one week after the last Business
Dayof
the calendar montlf to which such payments
relate or such other date
as
the panies shall from time to time aglee.
Any payment made
pursuant to sub-clauses (A) and (B) hereof shallbe in such currencyand shallbe paidin such
mamler and at such place
as
shall be agreed between the Parties.
COLLATERAL
(i)
Subject to sub-clauses (B), (C) and (E) below the
B01TOv'er undenakes to deliver
Collateral
to
the
Lender
(or
in
accordance
with
theLender's
instmctions)
TOGETHER VVITH
approp1iate
instmments
of
transfer
duly
stamped
where
necessaxy and such other instruments
as
may be requisite lo vest title thereto in the
Lender simultaneously
withdeliveryofthe bonowed Secu ities and in any event no
later than Close
of
Business on the Settlement Date.
Colleteral may be provided in
any
of
the fonns specified in the Schedule herelo
(as agreed between the Panies);
l8

(B)
(C)
(D)
jE)
(ii)
where Collateral is delivered to the Lender's Nominee any obligation under this
Agreement to redeliver er othemise account for Equivalmt Collateral shall be an
obli gation
of
the Lender notwithstanding that any such redr :liverymaybe effected in
any particular case by the Nominee.
Where CGO Collateral is provided to the Lender or its Nomine<
by member
-
to-member
deliveryor delivery
-
by
-value in accordance with the provisions
of
t
Je
CGO Rules from time
to time in
force,
the obligation of the Lender shall be to redeliver Equivalent Collateral
through the CGO to the Borrower in accordance with this Agrezment.
Any references,
(howsoever
expressed)
in
this
Agreement,
the
Rules,
and/or
any
other
agreement
er
communication between the panies to an obligation to redeliver
su
ch Equivalent Collateral
shall be construed accordingly.
If
the joan
of
Securities in respect
Jf which such Collateral
was
provided
has
not
been
discharged
when the Collateral
is
redelivered,
the Assured
Payment obligation generated on such redelivery shallbe deemed
t£
)
constitute
a
payment
of
money which shall be treated
as
Cash Collateral until the joan
;s
discharged,
or funher
Equivalent
Collateral
is
provided
later during that Business Day.
This procedure
shall
continue daily where CGO Collateral is delivered
-
by
-
value for
as
eng
as
the relevant joan
remains outstanding.
Where CGO Collateral or other collateral is provided by delivery
-b /-value to
a
Lender or its
Nominee the Borrower mayconsolidate such Collateral with other (iollateralprovided bythe
same
delivery to
a
third party for whom the Lender or its Nominee is acting.
Where Collateral is provided bydelivery
-
by
-vaiue through an alten alive book entrytransfer
system,
not being the CGO, the obligation
of
the Lender shall
be
to redeliver Equivalent
Collateral through such book entrytransfer system in accordance
withthis
Agreement.
If
the
joan
of
Securities in respect
of which such Collateral was provided has not been discharged
when the Collateral is redelivered, any payment obli gation general ai within the book entry
transfer system on such redelivery shall be deemed to constitute
a
;
a3m1ent
of moneywhich
shall be treated
as
Cash Collateral until the joan is discharged, or furlher Equivalent Collateral
is provided later during that Business Day.
This procedure shall col 1tinue when Collateral is
delivered-by
-value for
as
long
as
the relevant loan remains outstan! iing;
WhereCash
Collateral
is
provided
the
sum
of
money
so
depos:ted
may be adjusted
in
accordance
withclause 6(H).
Subject to Clause 6(H)(ii), the Cashljollateral shallbe repaid
at
the
same
time
as
Equivalent
Securities
in
respect
of
the
Eüecuritim
bortcwed
are
redelivered, and the Borrower shall not assigu, charge, dispose
of
(
r otherwise deal with its
rights in respect
of
the Cash Collateral.
lf
the Borrower falls to col nply with its obligations
for such redelivery or Equivalent Securities the Lender shall have &
e
right to applythe Cash
Collateral by way
of
set-
off
in accordance with Clause 8.
19

(F)
(G)
(H)
The Bonower may from time to time call for
the
repayment
di" Cash Collateral
or the
redelivery
of
Collateral equivalent to any Collateral delivered to ihr
:
Lender prior to the date
on which the
same
would otherwise have been repayable or redeliverable PROVIDED
THAT
at the time
of
such repayment or redelivery the
B01rOwe1
shall have delivered or
delivers Altemative Collateral acceptable to the Lender.
iii
Where Collateral (other than Cash Collateral) is delivered in respect
of
which any
lncome maybecome payable, the Borrower shall call for
th: redeliveryof Collateral
equivalent to such Collateral in good time to ensure that such Equivalent Collateral
may be delivered prior to any such Income becoming payab
,e
to the Lender, unless in
relation to such Collateral the parties
are satisfied before 'he relevant Collateral is
transferred that no tax
will
be payable to the UK Inland lLevenue under Schedule
23A of the Income and Corporation Taxes Act 1988.
At
the time
of
suchredelivery
the Borrower shall deliver Altemative Collateral acceptable to the Lender.
(ii)
WheretheLender receives
any
lncomein circumstanceswherethe Panies
are
satisfied
asset
out in Clause 6(G)(I) above, then the Leuder shall on the date on
which the Lender receives such Income or on such date
as t Je Pa11ies
may from time
to time agree, pay and deliver
a
sum
of moncyorpropeny
e
quivalentto such Income
(with
any such endorsements or assigmnents
as
shallbe
cus*
omaryandappropriate to
effect the delivery) to the Borrower and shall supply Appr )priate Tax Vouchers
(if
any) to the Borrower.
Unless the Schedule to this Agreement indicates that Clause 6(I) shall apply in lieu
of
this
Clause 6(H), or unless othewvise agreed between the Parties,
the
Value
of
the Collateral
delivered to or deposited
withthe Lender er its nominated bank or depository (excludingany
Collateral repaid or redelivered under sub-clauses (H)(ii) or (I)(ii) Eelow
(as the case
maybe)
("Posted Collateral")) in
respect
of
any loan
of
Securities shallbe
ar
from dayto day and at
any time the same proportion to the Value
of
the Securities borrowe
rd
under such loan
as
the
Posted Collateral bote at the commencement
of
such loan. Accord ngly:
(i)
the Value
of
the Posted Collateral to be delivered or deposited while the joan
of
Securities continues shall be equal to the Value
of
the bor
-
owed Secu1ities and the
Margin applicable thereto (the "Required Collateral Value");
(ii)
if
on any Business Day the Value
of
the Posted Collateral in respect
of
any joan
of
Secu1ities exceeds the Required Collateral Value in respec'
of
suchloan, the Lender
shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such
Equivalent Collateral
as
will
eliminate the excess; and
20

(1)
(J)
(K)
(iii)
if
on any Business Day the Value
of
the Posted Collateral falls below the Required
Collateral Value, the Borrower shall (on demand) provide such funher Collateralto
the Lender
as
will
eliminate the deticiency.
Subj ect to Clause 6(J), unless the Schedule to this Agreement indic lies Lhatclause 6(H) shall
apply in lieu
of
this Clause 6(I), or unless othemise agreed
betweä :n
the Parties:
-
(i)
the aggregate Value
of
the Posted Collateral in respect
<)f
all loans
of
Securities
outstanding
underthis
Agreement
shall
equal
the
aggregate
of
the
Required
Collateral Values in respect of such loans;
(ii)
if
at any time the aggregate Value
of
the Posted Collateral in respect
of
all loans
of
Securities outstandingunder this Agreement exceeds the
€
ggregate
of
the Required
Collateral Values in respect
of
such loans, the Lender shal
(on demand) repay such
Cash Collateral and/or redeliver to the BOxrOwer such Eql ivalent Collateral
as
will
eliminate the excess;
(iii)
if
at any time the aggregate Value
of
the Posted Collateral in respect
of
all loans
of
Securities outstanding under this Agreement falls below the aggregate
of
Required
Collateral
Values
in respect
of all
such
loans,
the
B01nwer shall (on demand)
provide such further Collateral to the Lender
as
will
elimi' late the deficiency.
Where Clause 6(I) applies, unless the Schedule to this Agreement
ndicates that this Clause
6(J) does not apply,
if
a
Pany(the
"first Party")
would, but for ihr: ;Clause 6(J), be required
under Clause 6(I) to repay Cash Collateral, redeliver Equivalent
See
:uzities or provide funher
Collateral in circumstances where the other Pany (the "second
Pany")
would, but for this
Clause 6(J), also be required to repay Cash Collateral or providt
er redeliver Equivalent
Collateral under Clause 6(I), then the Value
of
the Cash Collateral or Equivalent Collateral
deliverable bythe
firstparty("x")
shall be
set-
off
againstthe Value
of
the Cash Collateral, or
Equivalent Collateral or fimher Collateral deliverable bythe
second
Pany("Y")
and the only
obligation
of
the panies under Clause 6(I) shall be, where X exceeds Y, an obligation
of
the
first Pany, or where Y exceeds X, an obli gation
of
the second Party, to repaycashcollateral,
redeliver Equivalent Collateral or to deliver funher Collateral having
a
Value equal to the
difference between X and Y.
Where Cash Collateral is repaid, Equivalent Collateral is redeliven
:d
or funher Collateral is
provided by
a
Pany under Clause 6(I), the parlies shall agree
to
which joan er
loans
of
Securities such repaymem, redelivery er further provision is to
l
>
e
attributed and falling
agreement
it
shall
be
att1ibuted,
as
detemined
by
the
Pany
making
such
repayment,
redeliveryor further provision to the earliest outstanding joan and,
i1
1the case
of
repaymentor
2l

(L)
7.
(A)
(B)
(C)
redeliveryup to the point
at
which the Value
of
Collateral in respect
of
such joan is reducedto
zero and,
in the case
of
a
further provision up to the point at which the Value
of
the Collateral
in respect
of
such joan equals the Required Collateral Value in
respü :ct
of
such loan, andthen
to the next earliest outstanding joan up to the similar point and
so un.
Where any cash Collateral falls to be repaid or Equivalent Collateral to be redelivered or
further Collateral to be provided under this Clause 6, it shall be deliv ered withinthe minimum
period a&er demand specified in the Schedule or
if
no appropriate period is there specified
within the
standard
settlement time for delivery
of
the
relevant
:ype
of
Cash Collateral,
Equivalent Collateral or Collateral,
as
the case may be.
REDELIVERY OF EQUIVALENT SECURITIES
The
Bonower
undenakestoredeliver
Equivalent
Securities
i1
accordance
with
this
Agreement and the tenns
of
the relevant Borrowing Request.
For t}
e avoidance
of
doubtany
reference herein or in any other agreement er communication betwe
zn
the Parties (howsoever
expressed) to an obli gation to redeliver or account for er act in relati m to borrowed Secu1ities
shall accordinglybe construed
as a
reference to an obli gation to
rede
:river or account for er act
in relation to Equivalent Securities.
Subject to Clause
8
hereof and the tenns
of
the relevant BorrowingRequest the Lender may
call for the redelivery
of all or any Equivalent Securities
at any
timü
:
by giving notice on any
Business Day
of
not less than the standard settlement time for such Equivalent Seculities on
the exchange or in the clea1ing organisation through which the rele jam borrowed Securities
were
originally
delivered.TheBorrowershall
as
hereinafierJrovidedredeliver
such
Equivalent Securities not later than the expixy
of
such notice in accc rdance
withthe Lender's
instmctions.
Simultaneously withthe redelively
of
the Equivalent Seculities in accordance
with
such
call,
the Lender shall
(subject
toClause
6(I),
if
app icable)
repay
any Cash
Collateraland redeliver to the BOrrOwer Collateral
equivalent to the Collateral delivered
pursuant to Clause
6
in respect
of
the borrowed Secuiities.
F or
thnavoidance
of
doubt any
reference herein or in any other agreement or communication betw
sen the Parties (however
expressed) to an obligation to redeliver or account for or act in relation to Collateral shall
accordingly be construed
as a reference to an obligation to redelivc
r
er account for er act in
relation to Equivalent Collateral.
If
the Borrower does not redeliver Equivalent Secu1ities in acconlance with such call, the
Lender may elect to continue the joan
of
Securitias
PROVIDED THAT
if
the Lender does
not elect to continue the loan the Lender may by written notice
;o
the Borrower elect to
temlinate the relevant joan.
Upon the expiryof
such notice the
prow
isions
of
Clauses 8(B) to
(F) shall apply
as
if
upon the expiry
of
such notice an Event
of
Default had occuned in
22

(D)
(E)
(F)
(G)
8.
jA)
relation to the Borrower (who shall thus be the Defaulting Pany for the purposes of this
Agreement) and
as
if
the relevant joan were the only joan outstandlng.
In the event that
as a
result
of
the failure
of
the B01rower to redelive 'Equivalent Securities to
the Lender in accordance
withthis Agreement
a
"buy
-
in"
is exercis< d against the Lender then
provided that reasonable notice has been given to the B01rower
o1
the likelihood
of
such
a
"buy
-
in", the Borrower shall account to the Lender for the total
costs and expenses reasonably
incurred by the Lender
as a
result
of
such "buy
-
in".
Subject to the terms
of
the relevant Borrowing Request, the
B01TOVV
er shall be entitled at any
time to temlinate
a
particular joan
of
Securities
and
to redelive1
all and any Equivalent
Securities due and outstanding to the Lender in accordance with t
ze
Lender's instructions.
The Lender shall accept such redeliveryand simultaneouslytherew th (subject to Clause 6(l)
if
applicable) shall repay to the Borrower any Cash Collateral or,
as ;he case maybe, redeliver
Collateral equivalent to the Collateral provided by the
BOlTOwer pursuant to Clause
6
in
respect thereof
Where
a
TALISMAN shon tenn cenificate
(as desc1ibed
in paragr
1ph
C
of
the Schedule) is
provided by wayof Collateral, the obli gation to redeliver Equivalert Collateral is satisfied by
the rede1ive1y
of
the certificate to the Bonower or its expiry
as
provided for in the Rules
applying to such cenificate.
Where
a
Letter
of
Credit
is
provided
by way of Collateral, the obligation to redeliver
Equivalent Collateral is satisfied by the lender redelivering for cancellation the Letter
of
Credit
so
provided, or where the Letter
of
Credit is provided in respect
of
more than one loan,
by the Lender consenting to
a
reduction in the value
of
the Letter
<
>
f
Credit.
SET-OFF ETC.
On the date and time (the
"Performance Date")
that Equivalent Sucmities
are
requiredto be
redelivered by the Bonower in accordance with the provisions
of tl is Agreement the Lender
shall simultaneously redeliver the Equivalent Collateral and repay any Cash Collateral held
(in
respect
of
the Equivalent Securities to be redelivered) to the Bor 'ower. Neither Pany shall
be obliged to make delivery (or make
a
payment
as
the case
maybs) to the other unless it is
satisf}ed that the other
Partywill
make such delivery
(Or make an appropriate payment
as
the
case may bei to it simultaneously.
If
it is not
so
satisfied (whether because an Event
of
Default
has occurred in respect
of
the other Pany or othenvise) it shall notifythe other Pany
and unless that other Partyhas made arrangements which are suffic ent to assure fhll delivery
(or the approp1iate payment
as
the case may bei to the notifying Party, the notifying Party
23

(B)
(C)
(D)
(E)
shall (provided it is itself in
a
position, and willing, to perfonn its
ow
n obligations)be entitled
to withhold delivery (or payment,
as
the case maybe) to the other Party.
If
an Event
of Default occurs in relation to either pany, the Partie;' delivery and payment
obligations land any other obligations theyhave under this Agreeme
1t)
shallbe accelerated
so
as
to require perfomlance thereof
at the time such Event
of
Default
£
>
ccurs (the date
of
which
shall be the "Performance Date" for the purposes of this clause)
md in such event:
(i)
the Relevant Value
of
the Secu1ities to be delivered (or pajlment to be made,
as
the
case
maybe) by each Pany shall be established in accordan :e with Clause 8(C); and
(ii)
on the basis
of
the Relevant Values
so
established, an account shall be taken (as at
the Perfomuance Date)
of
what is due from each Partyto tlve other and (on the basis
that
eachPar1y's
claim
against
the
other
in
respect
of delivery of Equivalent
Seculities or Equivalent Collateral or any cash payment ei uals the Relevant Value
thereof) the sums due from one Pany shall be
set-
off
again
st
the sums due from the
other and only the balance
of
the account shall be payable (by the Party having the
claim valued
at the lower amount pursuant to the foregoin;;) and such balance shall
be payable on the Perfonnance Date.
For the purposes
of
Clause 8(B) the Relevant Value:-
iii
of
any cash payment obligation shall equal its par value
(ü
lisregarding any amount
taken into account under
(ii)
or
(iii)
below;
(ii)
of
any securities to be delivered bythe Defau1tingpa11y
sha l1,
subj ect to Clause 8(E)
below, equal the Offer Value thereof; and
(iii)
of
any secu1ities to be delivered to the Defaultingpany
sha
ll, subject to Clause 8(E)
below, equal the Bid Value thereof.
For the purposes
of
Clause 8(C), but subject to Clause 8(E) below, the Bid Value and Offer
Value
of
any secu1ities shallbe calculated
as at the Close
of
Busine:
s
in the most appropriate
market for securities
of
the relevant description (as detennined
bytlle Non
-
Defaultingparty)
on the first Business Dayfollowing the Perfomüance Date, or
if
the
'elevam Event
of
Default
occurs
outside the
nonnal business hours
of
such
market,
on tl,e second Business Day
following the Perfonnance Date (the "Default Valuation Time");
(i)
Where the Non-Defaultingpanyhas fol1owing the occurrel ice
of
an Event
of
Default
but prior to the Default Valualion Time purchased secmitie
;
fonningpan of the
same
24