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

1

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013


To NZX Limited

and
To The A2 Milk Company Limited (ATM)

Date this disclosure made: 19 March 2024

Date on which substantial holding began: 1 February 2024

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: 40,370,505

(b) total in class: 722,934,808
(c) total percentage held in class: 5.5843%

Details of relevant interests

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.

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest,

(a) number held in class: 266,493
(b) percentage held in class: 0.0369%
(c) current registered holder(s) of securities: Bank of New York Mellon,
HSBC Custody Nominees
(New Zealand) Limited, State Street Bank and Trust Company - Boston

(d) registered holder(s) once transfers registered: N /A

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares (American Depositary
Receipts).


For that relevant interest, -

2

(a) number held in class: 309
(b) percentage held in class: 0.00004%
(c) current registered holder(s) of securities: Bank of New York Mellon, Citibank N.A., Deutsche Bank
AG
(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest
in the derivative: N/A


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.

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest,
(a) number held in class: 7,897
(b) percentage held in class: 0.0011%
(c) current registered holder(s) of securities: Northern Trust Company (The) - London
(d) registered holder(s) once transfers registered: N/A

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest
in the derivative: N/A

Details for Goldman Sachs International (GSI)

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.

For that relevant interest, -
(a) number held in class: 888,913
(b) percentage held in class: 0.1230%

3

(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited
(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 55 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 September 2025
(2) Long 60 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 September 2025
(3) Long 86 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 September 2025
(4) Long 154 cash-settled Equity Swap (0.00002% long held in class) maturing on 10 June 2025
(5) Long 296 cash-settled Equity Swap (0.00004% long held in class) maturing on 23 September 2025
(6) Long 91,732 cash-settled Equity Swap (0.01269% long held in class) maturing on 8 April 2024
(7) Long 38 cash-settled Equity Swap (0.00001% long held in class) maturing on 21 February 2024
(8) Long 754 cash-settled Equity Swap (0.00010% long held in class) maturing on 31 December 2038
(9) Long 2,544 cash-settled Equity Swap (0.00035% long held in class) maturing on 4 February 2026
(10) Long 4,363 cash-settled Equity Swap (0.00060% long held in class) maturing on 4 February 2026
(11) Long 31,642 cash-settled Equity Swap (0.00438% long held in class) maturing on 12 December
2028
(12) Long 114,163 cash-settled Equity Swap (0.01579% long held in class) maturing on 21 October 2025
(13) Long 643,026 cash-settled Equity Swap (0.08895% long held in class) maturing on 23 December
2025

(c) parties to the derivative: Various swap counterparties / clients of Goldman Sachs entities
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A

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

(a) number held in class: 15,223,736
(b) percentage held in class: 2.1058%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited
(d) registered holder(s) once transfers are registered: N/A

Details for Goldman Sachs Financial Markets Pty Ltd (GAUS)
Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest, -
(a) number held in class: 4,404,008
(b) percentage held in class: 0.6092%
(c) current registered holder(s) of securities: HSBC Custody Nominees Australia Limited
(d) registered holder(s) once transfers are registered: N/A

4


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.

For that relevant interest, -
(a) number held in class: 18,164,867
(b) percentage held in class: 2.5127%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited
(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 62 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 September 2025
(2) Long 122 cash-settled Equity Swap (0.00002% long held in class) maturing on 23 September 2025
(3) Long 10,536,692 cash-settled Equity Swap (1.4575% long held in class) maturing on 20 November
2024
(4) Long 5,056,242 cash-settled Equity Swap (0.6994% long held in class) maturing on 20 November
2024
(5) Long 113 cash-settled Equity Swap (0.00002% long held in class) maturing on 9 October 2025
(6) Long 6,771 cash-settled Equity Swap (0.0009% long held in class) maturing on 29 January 2026
(7) Long 12,000 cash-settled Equity Swap (0.0017% long held in class) maturing on 29 January 2026
(8) Long 50,792 cash-settled Equity Swap (0.0070% long held in class) maturing on 4 February 2026
(9) Long 139,820 cash-settled Equity Swap (0.0193% long held in class) maturing on 12 November 2025
(10) Long 157,103 cash-settled Equity Swap (0.0217% long held in class) maturing on 14 January 2026
(11) Long 157,663 cash-settled Equity Swap (0.0218% long held in class) maturing on 8 December 2025
(12) Long 206,972 cash-settled Equity Swap (0.0286% long held in class) maturing on 4 February 2026
(13) Long 498,956 cash-settled Equity Swap (0.0690% long held in class) maturing on 25 August 2025
(14) Long 341,559 cash-settled Equity Swap (0.0473% long held in class) maturing on 6 January 2026
(15) Long 1,000,000 cash-settled Equity Swap (0.1383% long held in class) maturing on 4 February 2026

(c) parties to the derivative: Various swap counterparties / clients of Goldman Sachs entities
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A

Details for Goldman Sachs & Co. LLC (GSCO)

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest, -
(a) number held in class: 100
(b) percentage held in class: 0.00001%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited
(d) registered holder(s) once transfers are registered: N/A

5


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

For that relevant interest, -
(a) number held in class: 1,414,181
(b) percentage held in class: 0.1956%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon, Citibank N.A., Deutsche Bank AG
(d) registered holder(s) once transfers are registered: N/A

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.

For that relevant interest, -
(a) number held in class: 1
(b) percentage held in class: 0.0000001%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited
(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 1 cash-settled Equity Swap (0.0000001% long held in class) maturing on 23 February 2024

(c) parties to the derivative: Various swap counterparties / clients of Goldman Sachs entities
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A


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 - Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom

6

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

Goldman Sachs Financial Markets Pty Ltd - Level 22, 101 Collins Street, Melbourne, Victoria 3000,
Australia

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

Goldman Sachs Asset Management International - Plumtree Court, 25 Shoe Lane, London EC4A
4AU, United Kingdom


Contact details:
Contact person – Rahail Patel
Contact number - 852 2978 7432
Email - gs-reg-ops-pos-sgp@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

Declaration
I, Rahail Patel, declare 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


Rahail Patel
(signing under power of attorney)

Capacity

Authorised Person

Sign here



Date

19 March 2024

7

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, 2023
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.

8



THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES

Signature



Print name


Rahail Patel
(signing under power of attorney)

Capacity

Authorised Person

Sign here



Date

19 March 2024

9

Annexure B
Date of
change
Person whose
relevant interest
changed
Nature of Change
Consideration
given in
relation to
change (NZD)
Number of
Securities
Class
10/02/2023 GAUS Buy 493,569 108,232 Ordinary
10/02/2023 GAUS Buy 155,242 34,202 Ordinary
10/02/2023 GAUS Buy 155,242 34,202 Ordinary
10/03/2023 GAUS Buy 988,486 219,037 Ordinary
10/03/2023 GAUS Buy 371,800 82,200 Ordinary
10/03/2023 GAUS Buy 55,679 12,430 Ordinary
10/03/2023 GAUS Buy 8,403 1,864 Ordinary
10/03/2023 GAUS Buy 14,398 3,183 Ordinary
10/03/2023 GAUS Buy 149,857 33,049 Ordinary
10/03/2023 GAUS Buy 4,888 1,078 Ordinary
10/03/2023 GAUS Buy 4,888 1,078 Ordinary
10/04/2023 GAUS Buy 1,102,577 246,938 Ordinary
10/04/2023 GAUS Buy 378,640 84,827 Ordinary
10/04/2023 GAUS Buy 323,544 72,482 Ordinary
10/04/2023 GAUS Buy 135 30 Ordinary
10/04/2023 GAUS Buy 226,592 50,696 Ordinary
10/04/2023 GAUS Buy 51,587 11,528 Ordinary
10/04/2023 GAUS Buy 13,429 3,002 Ordinary
10/04/2023 GAUS Buy 66,502 14,729 Ordinary
10/04/2023 GAUS Buy 78,557 17,399 Ordinary
10/05/2023 GAUS Buy 792,790 176,904 Ordinary
10/05/2023 GAUS Buy 3,418 761 Ordinary
10/05/2023 GAUS Buy 15,140 3,376 Ordinary
10/05/2023 GAUS Buy 8,904 1,985 Ordinary
10/05/2023 GAUS Buy 246,611 54,971 Ordinary
10/05/2023 GAUS Buy 8,904 1,985 Ordinary
10/05/2023 GAUS Buy 15,145 3,409 Ordinary
10/05/2023 GAUS Buy 25,772 5,801 Ordinary
10/05/2023 GAUS Buy 10,645 2,396 Ordinary
10/05/2023 GAUS Buy 10,645 2,396 Ordinary
10/06/2023 GAUS Buy 692,849 156,434 Ordinary
10/06/2023 GAUS Buy 10,921 2,455 Ordinary
10/06/2023 GAUS Buy 4,547 1,018 Ordinary
10/06/2023 GAUS Buy 124,986 28,096 Ordinary
10/06/2023 GAUS Buy 83,708 18,786 Ordinary
10/06/2023 GAUS Buy 616,794 138,422 Ordinary
10/06/2023 GAUS Buy 616,794 138,422 Ordinary
10/06/2023 GAUS Buy 504 113 Ordinary
10/09/2023 GAUS Buy 724,312 164,854 Ordinary

10

10/09/2023 GAUS Buy 183,516 41,800 Ordinary
10/09/2023 GAUS Buy 366,693 83,315 Ordinary
10/09/2023 GAUS Buy 32,028 7,277 Ordinary
10/09/2023 GAUS Buy 42,851 9,736 Ordinary
10/09/2023 GAUS Buy 334,665 76,038 Ordinary
10/10/2023 GSAMLP Buy 1,468 324 Ordinary
10/10/2023 GAUS Buy 632,295 140,312 Ordinary
10/10/2023 GAUS Buy 136,863 30,414 Ordinary
10/10/2023 GAUS Buy 14,551 3,288 Ordinary
10/10/2023 GAUS Buy 25,217 5,698 Ordinary
10/11/2023 GAUS Buy 342,345 75,355 Ordinary
10/11/2023 GAUS Buy 277,874 60,828 Ordinary
10/11/2023 GAUS Buy 152,736 33,909 Ordinary
10/11/2023 GAUS Buy 152,736 33,909 Ordinary
10/12/2023 GSAMLP Buy 4,049 884 Ordinary
10/12/2023 GAUS Buy 558,437 121,623 Ordinary
10/12/2023 GAUS Buy 149,171 32,523 Ordinary
10/12/2023 GAUS Buy 5,586 1,216 Ordinary
10/12/2023 GAUS Buy 24,613 5,371 Ordinary
10/12/2023 GAUS Buy 8,597 1,872 Ordinary
10/12/2023 GAUS Buy 11,425 2,502 Ordinary
10/12/2023 GAUS Buy 120 26 Ordinary
10/12/2023 GAUS Buy 203 44 Ordinary
10/12/2023 GAUS Buy 3,904 848 Ordinary
10/12/2023 GAUS Buy 1,091 239 Ordinary
10/12/2023 GAUS Buy 16,005 3,505 Ordinary
10/13/2023 GAUS Buy 125,040 27,305 Ordinary
10/13/2023 GAUS Buy 32,525 7,074 Ordinary
10/13/2023 GAUS Buy 32,350 7,036 Ordinary
10/13/2023 GAUS Buy 175 38 Ordinary
10/16/2023 GAUS Buy 698,446 153,522 Ordinary
10/16/2023 GAUS Buy 70,767 15,537 Ordinary
10/16/2023 GAUS Buy 64,183 14,054 Ordinary
10/16/2023 GAUS Buy 57,581 12,672 Ordinary
10/16/2023 GAUS Buy 96,087 21,034 Ordinary
10/16/2023 GAUS Buy 48,231 10,558 Ordinary
10/16/2023 GAUS Buy 63,946 13,998 Ordinary
10/17/2023 GAUS Buy 594,832 131,103 Ordinary
10/17/2023 GAUS Buy 518,637 114,163 Ordinary
10/17/2023 GAUS Buy 364,399 80,196 Ordinary
10/17/2023 GAUS Buy 8,820 1,945 Ordinary
10/17/2023 GAUS Buy 25,582 5,642 Ordinary
10/17/2023 GAUS Buy 49,563 10,938 Ordinary
10/17/2023 GAUS Buy 256,194 55,863 Ordinary

11

10/17/2023 GAUS Buy 208,783 45,525 Ordinary
10/17/2023 GAUS Buy 47,411 10,338 Ordinary
10/17/2023 GSI Buy 518,637 114,163 Ordinary
10/18/2023 GAUS Buy 464,475 101,809 Ordinary
10/18/2023 GAUS Buy 268,244 58,968 Ordinary
10/18/2023 GAUS Buy 7,321 1,604 Ordinary
10/18/2023 GAUS Buy 40,428 8,819 Ordinary
10/18/2023 GAUS Buy 41,611 9,092 Ordinary
10/18/2023 GAUS Buy 498,754 109,514 Ordinary
10/18/2023 GAUS Buy 57,807 12,693 Ordinary
10/18/2023 GAUS Buy 440,947 96,821 Ordinary
10/19/2023 GAUS Buy 562,253 125,637 Ordinary
10/19/2023 GAUS Buy 411,576 92,054 Ordinary
10/19/2023 GAUS Buy 223,701 49,914 Ordinary
10/19/2023 GAUS Buy 8,554 1,899 Ordinary
10/19/2023 GAUS Buy 15,458 3,426 Ordinary
10/19/2023 GAUS Buy 1,079,765 236,871 Ordinary
10/19/2023 GAUS Buy 175,136 38,420 Ordinary
10/19/2023 GAUS Buy 826,552 181,323 Ordinary
10/19/2023 GAUS Buy 78,077 17,128 Ordinary
10/20/2023 GAUS Buy 452,892 103,012 Ordinary
10/20/2023 GAUS Buy 204,648 46,374 Ordinary
10/20/2023 GAUS Buy 738,643 167,802 Ordinary
10/20/2023 GAUS Buy 106,280 24,048 Ordinary
10/20/2023 GAUS Buy 8,593 1,959 Ordinary
10/20/2023 GAUS Buy 2,261,767 507,523 Ordinary
10/20/2023 GAUS Buy 449,218 100,801 Ordinary
10/20/2023 GAUS Buy 19,961 4,479 Ordinary
10/20/2023 GAUS Buy 1,792,589 402,243 Ordinary
10/23/2023 GAUS Buy 196,249 44,158 Ordinary
10/23/2023 GAUS Buy 34,299 7,707 Ordinary
10/23/2023 GAUS Buy 135,667 30,507 Ordinary
10/23/2023 GAUS Buy 47,823 10,812 Ordinary
10/23/2023 GAUS Buy 15,681 3,531 Ordinary
10/23/2023 GAUS Buy 17,913 4,034 Ordinary
10/23/2023 GAUS Buy 236,785 53,673 Ordinary
10/23/2023 GAUS Buy 6,913 1,567 Ordinary
10/23/2023 GAUS Buy 229,872 52,106 Ordinary
10/24/2023 GAUS Buy 942,340 215,509 Ordinary
10/24/2023 GAUS Buy 412,147 94,066 Ordinary
10/24/2023 GAUS Buy 1,633,010 373,029 Ordinary
10/24/2023 GAUS Buy 29,638 6,770 Ordinary
10/24/2023 GAUS Buy 35,810 8,209 Ordinary
10/24/2023 GAUS Buy 21,466 4,907 Ordinary

12

10/24/2023 GAUS Buy 703,474 160,690 Ordinary
10/24/2023 GAUS Buy 106,853 23,946 Ordinary
10/24/2023 GAUS Buy 1,068,591 239,473 Ordinary
10/24/2023 GAUS Buy 257,776 57,768 Ordinary
10/25/2023 GAUS Buy 847,916 195,532 Ordinary
10/25/2023 GAUS Buy 364,516 84,000 Ordinary
10/25/2023 GAUS Buy 661,595 152,852 Ordinary
10/25/2023 GAUS Buy 47,328 10,922 Ordinary
10/25/2023 GAUS Buy 104,025 24,150 Ordinary
10/25/2023 GAUS Buy 115,206 26,759 Ordinary
10/25/2023 GAUS Buy 1,907,920 436,850 Ordinary
10/25/2023 GAUS Buy 70,482 16,138 Ordinary
10/25/2023 GAUS Buy 1,713,551 392,346 Ordinary
10/25/2023 GAUS Buy 123,887 28,366 Ordinary
10/26/2023 GSAMLP Buy 1,834 442 Ordinary
10/26/2023 GAUS Buy 1,208,146 286,276 Ordinary
10/26/2023 GAUS Buy 39,122 9,311 Ordinary
10/26/2023 GAUS Buy 617,327 146,859 Ordinary
10/26/2023 GAUS Buy 837,724 198,789 Ordinary
10/26/2023 GAUS Buy 260,070 61,266 Ordinary
10/26/2023 GAUS Buy 37,129 8,755 Ordinary
10/26/2023 GAUS Buy 17,170 4,052 Ordinary
10/26/2023 GAUS Buy 521,902 121,915 Ordinary
10/26/2023 GAUS Buy 130,639 30,517 Ordinary
10/26/2023 GAUS Buy 391,262 91,398 Ordinary
10/27/2023 GSAMLP Buy 12,124 2,873 Ordinary
10/27/2023 GAUS Buy 824,137 194,088 Ordinary
10/27/2023 GAUS Buy 765,029 180,015 Ordinary
10/27/2023 GAUS Buy 849,172 200,057 Ordinary
10/27/2023 GAUS Buy 14,858 3,507 Ordinary
10/27/2023 GAUS Buy 8,980 2,105 Ordinary
10/27/2023 GAUS Buy 17,290 4,072 Ordinary
10/27/2023 GAUS Buy 38,414 9,082 Ordinary
10/27/2023 GAUS Buy 173,300 40,972 Ordinary
10/27/2023 GAUS Buy 25 6 Ordinary
10/27/2023 GAUS Buy 479 113 Ordinary
10/27/2023 GAUS Buy 318 75 Ordinary
10/27/2023 GAUS Buy 246 58 Ordinary
10/27/2023 GAUS Buy 85 20 Ordinary
10/27/2023 GAUS Buy 34 8 Ordinary
10/27/2023 GAUS Buy 30 7 Ordinary
10/27/2023 GAUS Buy 17 4 Ordinary
10/27/2023 GAUS Buy 25 6 Ordinary
10/30/2023 GSAMLP Buy 2,740 655 Ordinary

13

10/30/2023 GAUS Buy 642,142 153,131 Ordinary
10/30/2023 GAUS Buy 735,573 175,291 Ordinary
10/30/2023 GAUS Buy 34,114 8,093 Ordinary
10/30/2023 GAUS Buy 65,671 15,640 Ordinary
10/30/2023 GAUS Buy 100,101 23,788 Ordinary
10/30/2023 GAUS Buy 311,382 73,333 Ordinary
10/30/2023 GAUS Buy 578,240 136,180 Ordinary
10/31/2023 GSAMLP Buy 84,166 19,992 Ordinary
10/31/2023 GAUS Buy 900,653 214,314 Ordinary
10/31/2023 GAUS Buy 481,348 114,418 Ordinary
10/31/2023 GAUS Buy 50,457 12,010 Ordinary
10/31/2023 GAUS Buy 59,384 14,078 Ordinary
10/31/2023 GAUS Buy 82,325 19,514 Ordinary
10/31/2023 GAUS Buy 115,637 27,432 Ordinary
10/31/2023 GAUS Buy 34,499 8,184 Ordinary
11/01/2023 GSAMLP Buy 1,365 325 Ordinary
11/01/2023 GAUS Buy 811,773 193,772 Ordinary
11/01/2023 GAUS Buy 656,761 156,595 Ordinary
11/01/2023 GAUS Buy 16,675 3,953 Ordinary
11/01/2023 GAUS Buy 53,979 12,888 Ordinary
11/01/2023 GAUS Buy 63,260 15,112 Ordinary
11/01/2023 GAUS Buy 62,486 14,903 Ordinary
11/01/2023 GAUS Buy 65,287 15,571 Ordinary
11/02/2023 GAUS Buy 861,656 202,085 Ordinary
11/02/2023 GAUS Buy 199,050 46,615 Ordinary
11/02/2023 GAUS Buy 202,488 47,464 Ordinary
11/02/2023 GAUS Buy 18,723 4,382 Ordinary
11/02/2023 GAUS Buy 60,602 14,135 Ordinary
11/02/2023 GAUS Buy 9,021 2,104 Ordinary
11/02/2023 GAUS Buy 36,465 8,571 Ordinary
11/02/2023 GAUS Buy 159,447 37,478 Ordinary
11/03/2023 GAUS Buy 695,795 160,713 Ordinary
11/03/2023 GAUS Buy 12,330 2,849 Ordinary
11/03/2023 GAUS Buy 26,991 6,220 Ordinary
11/03/2023 GAUS Buy 6,589 1,528 Ordinary
11/03/2023 GAUS Buy 1,616 373 Ordinary
11/03/2023 GAUS Buy 28,732 6,744 Ordinary
11/03/2023 GAUS Buy 222,419 51,304 Ordinary
11/06/2023 GAUS Buy 741,891 171,266 Ordinary
11/06/2023 GAUS Buy 1,856 428 Ordinary
11/06/2023 GAUS Buy 97,979 22,581 Ordinary
11/06/2023 GAUS Buy 52,783 12,214 Ordinary
11/06/2023 GAUS Buy 28,944 6,670 Ordinary
11/06/2023 GAUS Buy 12,318 2,827 Ordinary

14

11/06/2023 GAUS Buy 38,034 8,773 Ordinary
11/06/2023 GAUS Buy 185,197 42,562 Ordinary
11/06/2023 GSI Buy 4 1 Ordinary
11/07/2023 GAUS Buy 242,744 57,116 Ordinary
11/07/2023 GAUS Buy 4,513 1,056 Ordinary
11/07/2023 GAUS Buy 87,654 20,624 Ordinary
11/07/2023 GAUS Buy 175,949 41,463 Ordinary
11/07/2023 GAUS Buy 5,576 1,301 Ordinary
11/07/2023 GAUS Buy 12,027 2,796 Ordinary
11/07/2023 GAUS Buy 34,940 8,123 Ordinary
11/07/2023 GAUS Buy 213,609 49,660 Ordinary
11/08/2023 GAUS Buy 546,211 128,807 Ordinary
11/08/2023 GAUS Buy 137,200 32,353 Ordinary
11/08/2023 GAUS Buy 246,883 58,171 Ordinary
11/08/2023 GAUS Buy 29,304 6,901 Ordinary
11/08/2023 GAUS Buy 9,186 2,161 Ordinary
11/08/2023 GAUS Buy 16,884 3,977 Ordinary
11/08/2023 GAUS Buy 38,549 9,081 Ordinary
11/08/2023 GAUS Buy 328,552 77,398 Ordinary
11/08/2023 GAUS Buy 18,652 4,394 Ordinary
11/09/2023 GSAMLP Buy 13,050 3,122 Ordinary
11/09/2023 GAUS Buy 501,451 119,581 Ordinary
11/09/2023 GAUS Buy 55,510 13,228 Ordinary
11/09/2023 GAUS Buy 4,291,279 1,009,600 Ordinary
11/09/2023 GAUS Buy 25,958 6,107 Ordinary
11/09/2023 GAUS Buy 227,872 53,611 Ordinary
11/10/2023 GAUS Buy 537,157 130,187 Ordinary
11/10/2023 GAUS Buy 179,497 42,747 Ordinary
11/10/2023 GAUS Buy 113,299 26,982 Ordinary
11/10/2023 GAUS Buy 748,151 178,171 Ordinary
11/10/2023 GAUS Buy 748,151 178,171 Ordinary
11/10/2023 GSI Buy 112,816 27,314 Ordinary
11/10/2023 GSI Buy 954 231 Ordinary
11/10/2023 GAUS Buy 542,875 129,285 Ordinary
11/13/2023 GAUS Buy 800,012 196,251 Ordinary
11/13/2023 GAUS Buy 234,698 57,615 Ordinary
11/13/2023 GAUS Buy 18,524 4,551 Ordinary
11/13/2023 GAUS Buy 12,014 2,927 Ordinary
11/13/2023 GAUS Buy 84,452 20,693 Ordinary
11/13/2023 GAUS Buy 8,548 2,099 Ordinary
11/13/2023 GAUS Buy 258,879 62,496 Ordinary
11/13/2023 GAUS Buy 171 42 Ordinary
11/13/2023 GAUS Buy 8 2 Ordinary
11/13/2023 GAUS Buy 12 3 Ordinary

15

11/13/2023 GAUS Buy 4 1 Ordinary
11/13/2023 GSI Buy 65,449 16,056 Ordinary
11/13/2023 GSI Buy 22,954 5,666 Ordinary
11/13/2023 GSI Buy 32,917 8,094 Ordinary
11/14/2023 GAUS Buy 490,031 121,042 Ordinary
11/14/2023 GAUS Buy 107,653 26,574 Ordinary
11/14/2023 GAUS Buy 55,766 13,731 Ordinary
11/14/2023 GAUS Buy 8,934 2,194 Ordinary
11/14/2023 GAUS Buy 14,501 3,575 Ordinary
11/14/2023 GAUS Buy 12,670 3,125 Ordinary
11/14/2023 GAUS Buy 317,950 78,473 Ordinary
11/14/2023 GAUS Buy 17,869 4,406 Ordinary
11/14/2023 GAUS Buy 484,220 119,564 Ordinary
11/14/2023 GAUS Buy 28,066 6,930 Ordinary
11/14/2023 GAUS Buy 2,044,378 504,800 Ordinary
11/14/2023 GAUS Buy 2,044,378 504,800 Ordinary
11/14/2023 GAUS Buy 2,044,378 504,800 Ordinary
11/15/2023 GSI Buy 12 3 Ordinary
11/15/2023 GAUS Buy 1,683,646 413,680 Ordinary
11/15/2023 GAUS Buy 125,077 30,607 Ordinary
11/15/2023 GAUS Buy 76,993 18,896 Ordinary
11/15/2023 GAUS Buy 33,709 8,273 Ordinary
11/15/2023 GSI Borrow of Securities N/A 5,000,000 Ordinary
11/16/2023 GAUS Buy 1,275,805 302,846 Ordinary
11/16/2023 GAUS Buy 1,482,002 350,013 Ordinary
11/16/2023 GAUS Buy 546,436 129,922 Ordinary
11/16/2023 GAUS Buy 66,907 15,679 Ordinary
11/16/2023 GAUS Buy 92,959 22,081 Ordinary
11/16/2023 GAUS Buy 131,268 31,219 Ordinary
11/16/2023 GAUS Buy 17,668 4,294 Ordinary
11/16/2023 GSI Buy 156 38 Ordinary
11/17/2023 GAUS Buy 1,409,084 323,134 Ordinary
11/17/2023 GAUS Buy 391,935 89,844 Ordinary
11/17/2023 GAUS Buy 1,257,766 288,888 Ordinary
11/17/2023 GAUS Buy 617,955 141,944 Ordinary
11/17/2023 GAUS Buy 37,508 8,609 Ordinary
11/17/2023 GAUS Buy 53,673 12,333 Ordinary
11/17/2023 GAUS Buy 31,016 7,129 Ordinary
11/17/2023 GAUS Buy 161,414 37,106 Ordinary
11/17/2023 GAUS Buy 200,035 48,139 Ordinary
11/17/2023 GAUS Buy 187,673 45,164 Ordinary
11/20/2023 GSAMLP Buy 3,978 892 Ordinary
11/20/2023 GAUS Buy 613,841 137,851 Ordinary
11/20/2023 GAUS Buy 322,086 71,665 Ordinary

16

11/20/2023 GAUS Buy 111,562 25,088 Ordinary
11/20/2023 GAUS Buy 29,818 6,652 Ordinary
11/20/2023 GAUS Buy 8,812 1,978 Ordinary
11/20/2023 GAUS Buy 161,119 35,937 Ordinary
11/20/2023 GAUS Buy 23,180 5,185 Ordinary
11/20/2023 GAUS Buy 377,069 86,439 Ordinary
11/20/2023 GAUS Buy 58,934 13,510 Ordinary
11/21/2023 GAUS Buy 699,814 159,739 Ordinary
11/21/2023 GAUS Buy 24,040 5,465 Ordinary
11/21/2023 GAUS Buy 129,089 29,424 Ordinary
11/21/2023 GAUS Buy 72,774 16,578 Ordinary
11/21/2023 GAUS Buy 13,799 3,145 Ordinary
11/21/2023 GAUS Buy 11,284 2,570 Ordinary
11/21/2023 GAUS Buy 6,676 1,495 Ordinary
11/21/2023 GAUS Buy 9,762 2,186 Ordinary
11/21/2023 GAUS Buy 68,260 15,285 Ordinary
11/21/2023 GSCO Buy 4 1 Ordinary
11/22/2023 GAUS Buy 568,389 132,739 Ordinary
11/22/2023 GAUS Buy 22,996 5,280 Ordinary
11/23/2023 GAUS Buy 207,889 48,951 Ordinary
11/23/2023 GAUS Buy 33,241 7,818 Ordinary
11/24/2023 GAUS Buy 242,051 56,886 Ordinary
11/24/2023 GAUS Buy 4,932 1,158 Ordinary
11/27/2023 GAUS Buy 388,461 91,087 Ordinary
11/27/2023 GAUS Buy 19,845 4,656 Ordinary
11/27/2023 GAUS Buy 70,125 16,481 Ordinary
11/27/2023 GAUS Buy 1,313,402 308,329 Ordinary
11/27/2023 GAUS Buy 8 2 Ordinary
11/27/2023 GAUS Buy 13 3 Ordinary
11/27/2023 GSI Buy 136,817 32,123 Ordinary
11/28/2023 GAUS Buy 314,544 73,496 Ordinary
11/28/2023 GAUS Buy 26,014 6,108 Ordinary
11/28/2023 GSI Buy 162,237 37,877 Ordinary
11/28/2023 GSI Borrow of Securities N/A 252,900 Ordinary
11/29/2023 GAUS Buy 815,485 191,641 Ordinary
11/29/2023 GAUS Buy 24,952 5,878 Ordinary
11/29/2023 GAUS Buy 46,303 10,897 Ordinary
11/30/2023 GAUS Buy 821,462 195,103 Ordinary
11/30/2023 GSI Buy 266,872 64,294 Ordinary
11/30/2023 GSI Buy 33,750 8,131 Ordinary
11/30/2023 GSI Buy 229,795 54,450 Ordinary
11/30/2023 GSI Buy 7,114 1,714 Ordinary
12/01/2023 GAUS Buy 451,458 108,007 Ordinary
12/01/2023 GSI Buy 40,362 9,727 Ordinary

17

12/01/2023 GSI Borrow of Securities N/A 99,139 Ordinary
12/04/2023 GAUS Buy 472,396 111,039 Ordinary
12/04/2023 GAUS Buy 16,748 3,992 Ordinary
12/04/2023 GSI Borrow of Securities N/A 61,444 Ordinary
12/04/2023 GAUS Buy 221,301 51,886 Ordinary
12/05/2023 GSAMLP Buy 1,326 309 Ordinary
12/05/2023 GAUS Buy 275,440 65,610 Ordinary
12/05/2023 GSI Borrow of Securities N/A 1,500,000 Ordinary
12/05/2023 GAUS Buy 11,478 2,736 Ordinary
12/06/2023 GSAMLP Buy 2,970 694 Ordinary
12/06/2023 GAUS Buy 645,941 150,925 Ordinary
12/07/2023 GAUS Buy 1,191,507 270,043 Ordinary
12/07/2023 GAUS Buy 123,604 27,915 Ordinary
12/07/2023 GAUS Buy 28,245 6,403 Ordinary
12/08/2023 GAUS Buy 293,669 66,954 Ordinary
12/08/2023 GAUS Buy 1,401,007 318,175 Ordinary
12/08/2023 GSI Buy 162,925 37,100 Ordinary
12/11/2023 GAUS Buy 725,977 168,710 Ordinary
12/11/2023 GAUS Buy 30,034 6,990 Ordinary
12/12/2023 GAUS Buy 748,142 174,568 Ordinary
12/12/2023 GAUS Buy 144,773 33,720 Ordinary
12/12/2023 GSI Borrow of Securities N/A 126,995 Ordinary
12/12/2023 GSI Borrow of Securities N/A 105,121 Ordinary
12/12/2023 GAUS Buy 7,675 1,789 Ordinary
12/13/2023 GAUS Buy 392,142 90,579 Ordinary
12/13/2023 GAUS Buy 1,863 430 Ordinary
12/13/2023 GAUS Buy 145,622 33,720 Ordinary
12/13/2023 GSI Buy 1,500 348 Ordinary
12/13/2023 GSI Borrow of Securities N/A 250,000 Ordinary
12/14/2023 GAUS Buy 891,222 203,264 Ordinary
12/14/2023 GAUS Buy 341,274 77,900 Ordinary
12/14/2023 GAUS Buy 373,897 85,131 Ordinary
12/14/2023 GAUS Buy 1,110 253 Ordinary
12/14/2023 GAUS Buy 983 224 Ordinary
12/14/2023 GAUS Buy 145,916 33,720 Ordinary
12/14/2023 GSI Borrow of Securities N/A 177,995 Ordinary
12/14/2023 GSI Buy 17 4 Ordinary
12/15/2023 GAUS Buy 1,032,706 236,557 Ordinary
12/15/2023 GAUS Buy 389,438 89,020 Ordinary
12/15/2023 GAUS Buy 1,298,214 296,734 Ordinary
12/15/2023 GAUS Buy 288,614 65,975 Ordinary
12/15/2023 GAUS Buy 1,041,567 238,091 Ordinary
12/15/2023 GAUS Buy 875,964 200,236 Ordinary
12/15/2023 GAUS Buy 448,389 102,513 Ordinary

18

12/15/2023 GAUS Buy 849,719 194,221 Ordinary
12/15/2023 GAUS Buy 148,242 33,720 Ordinary
12/15/2023 GAUS Buy 9,030,232 2,071,887 Ordinary
12/15/2023 GSI Buy 60,895 13,894 Ordinary
12/15/2023 GSI Buy 9 2 Ordinary
12/18/2023 GAUS Buy 202,629 46,265 Ordinary
12/18/2023 GAUS Buy 100,646 23,014 Ordinary
12/18/2023 GAUS Buy 7,531 1,722 Ordinary
12/18/2023 GAUS Buy 147,370 33,720 Ordinary
12/18/2023 GSI Buy 15,884 3,619 Ordinary
12/18/2023 GSI Buy 66,651 15,294 Ordinary
12/18/2023 GSI Buy 110 25 Ordinary
12/19/2023 GAUS Buy 250,743 56,471 Ordinary
12/19/2023 GAUS Buy 24,340 5,494 Ordinary
12/19/2023 GAUS Buy 9,617 2,167 Ordinary
12/19/2023 GAUS Buy 144,401 32,475 Ordinary
12/19/2023 GAUS Buy 25,897 5,826 Ordinary
12/19/2023 GAUS Buy 148,058 33,720 Ordinary
12/19/2023 GAUS Buy 533,104 121,414 Ordinary
12/19/2023 GSI Buy 9,393 2,130 Ordinary
12/19/2023 GSI Buy 561,719 127,931 Ordinary
12/19/2023 GSI Buy 533,104 121,414 Ordinary
12/20/2023 GAUS Buy 746,583 165,176 Ordinary
12/20/2023 GAUS Buy 108,415 23,974 Ordinary
12/20/2023 GAUS Buy 69,304 15,363 Ordinary
12/20/2023 GAUS Buy 6,458 1,428 Ordinary
12/20/2023 GAUS Buy 152,748 34,439 Ordinary
12/20/2023 GAUS Buy 538,511 121,414 Ordinary
12/20/2023 GSI Buy 13 3 Ordinary
12/20/2023 GSI Buy 538,511 121,414 Ordinary
12/21/2023 GSAMLP Buy 2,043 446 Ordinary
12/21/2023 GAUS Buy 694,371 151,540 Ordinary
12/21/2023 GAUS Buy 3,786 830 Ordinary
12/21/2023 GAUS Buy 552,892 121,414 Ordinary
12/21/2023 GAUS Buy 5,904 1,281 Ordinary
12/21/2023 GAUS Buy 1,350 293 Ordinary
12/21/2023 GAUS Buy 149,918 33,000 Ordinary
12/21/2023 GAUS Buy 129,075 28,412 Ordinary
12/21/2023 GAUS Buy 15,630 3,392 Ordinary
12/21/2023 GSI Buy 552,892 121,414 Ordinary
12/22/2023 GAUS Buy 1,426,660 308,218 Ordinary
12/22/2023 GAUS Buy 288 62 Ordinary
12/22/2023 GAUS Buy 22,542 4,875 Ordinary
12/22/2023 GAUS Buy 1,462 316 Ordinary

19

12/22/2023 GSI Buy 2,590 573 Ordinary
12/27/2023 GAUS Buy 464,153 100,049 Ordinary
12/27/2023 GAUS Buy 16,451 3,574 Ordinary
12/27/2023 GAUS Buy 8,158 1,769 Ordinary
12/27/2023 GSI Buy 4,822 1,054 Ordinary
12/27/2023 GSI Borrow of Securities N/A 500,000 Ordinary
12/27/2023 GSCO Borrow of Securities N/A 10,161 Ordinary
12/27/2023 GSI Buy 8,158 1,769 Ordinary
12/27/2023 GSI Buy 3,463 754 Ordinary
12/28/2023 GAUS Buy 248,521 53,846 Ordinary
12/28/2023 GAUS Buy 18,468 4,001 Ordinary
12/28/2023 GAUS Buy 226,612 49,161 Ordinary
12/28/2023 GAUS Buy 2,711 587 Ordinary
12/28/2023 GSI Buy 790 172 Ordinary
12/28/2023 GSI Borrow of Securities N/A 500,000 Ordinary
12/28/2023 GSI Borrow of Securities N/A 50,000 Ordinary
12/28/2023 GSI Buy 226,612 49,161 Ordinary
12/29/2023 GAUS Buy 386,841 83,848 Ordinary
12/29/2023 GAUS Buy 3,888 843 Ordinary
12/29/2023 GAUS Buy 1,258 273 Ordinary
12/29/2023 GSI Buy 2,256 487 Ordinary
12/29/2023 GSI Borrow of Securities N/A 52,000 Ordinary
12/29/2023 GSI Borrow of Securities N/A 51,345 Ordinary
01/02/2024 GAUS Buy 443,726 96,414 Ordinary
01/02/2024 GAUS Buy 2,666 578 Ordinary
01/02/2024 GSI Borrow of Securities N/A 300,000 Ordinary
01/02/2024 GSI Borrow of Securities N/A 103,800 Ordinary
01/02/2024 GAUS Buy 162,839 35,341 Ordinary
01/02/2024 GAUS Buy 44,195 9,597 Ordinary
01/03/2024 GSAMLP Buy 2,003 446 Ordinary
01/03/2024 GSAMLP Buy 3,347 747 Ordinary
01/03/2024 GAUS Buy 682,006 151,863 Ordinary
01/03/2024 GAUS Buy 61,139 13,376 Ordinary
01/03/2024 GSI Buy 5 1 Ordinary
01/03/2024 GSI Buy 2,191 475 Ordinary
01/03/2024 GSI Borrow of Securities N/A 300,000 Ordinary
01/04/2024 GAUS Buy 583,008 131,328 Ordinary
01/04/2024 GAUS Buy 88,857 20,048 Ordinary
01/04/2024 GAUS Buy 2,897 647 Ordinary
01/04/2024 GSI Buy 37 8 Ordinary
01/04/2024 GSI Borrow of Securities N/A 70,000 Ordinary
01/04/2024 GSCO Borrow of Securities N/A 54,000 Ordinary
01/04/2024 GAUS Buy 231,446 51,693 Ordinary
01/05/2024 GAUS Buy 581,440 132,077 Ordinary

20

01/05/2024 GAUS Buy 1,942 439 Ordinary
01/05/2024 GAUS Buy 291,988 66,248 Ordinary
01/05/2024 GSI Borrow of Securities N/A 150,000 Ordinary
01/08/2024 GAUS Buy 828,397 191,361 Ordinary
01/08/2024 GAUS Buy 3,383 775 Ordinary
01/08/2024 GSI Buy 4 1 Ordinary
01/08/2024 GAUS Buy 963,202 222,071 Ordinary
01/08/2024 GAUS Buy 120,809 27,263 Ordinary
01/09/2024 GAUS Buy 785,315 179,608 Ordinary
01/09/2024 GAUS Buy 1,087 249 Ordinary
01/09/2024 GAUS Buy 40,739 9,505 Ordinary
01/09/2024 GAUS Buy 4 1 Ordinary
01/09/2024 GSI Buy 13,423 3,056 Ordinary
01/10/2024 GAUS Buy 476,111 107,804 Ordinary
01/10/2024 GAUS Buy 16,718 3,776 Ordinary
01/10/2024 GSI Buy 4 1 Ordinary
01/10/2024 GAUS Buy 243,524 55,067 Ordinary
01/10/2024 GAUS Buy 163,148 36,892 Ordinary
01/11/2024 GAUS Buy 617,906 141,088 Ordinary
01/11/2024 GAUS Buy 718 164 Ordinary
01/11/2024 GAUS Buy 1,999 450 Ordinary
01/11/2024 GAUS Buy 2,464 556 Ordinary
01/11/2024 GSI Borrow of Securities N/A 300,000 Ordinary
01/11/2024 GAUS Buy 188,185 42,998 Ordinary
01/11/2024 GAUS Buy 21,127 4,785 Ordinary
01/12/2024 GAUS Buy 203,230 45,973 Ordinary
01/12/2024 GAUS Buy 32,779 7,448 Ordinary
01/12/2024 GAUS Buy 496 113 Ordinary
01/12/2024 GAUS Buy 164 37 Ordinary
01/12/2024 GSI Buy 2,966 672 Ordinary
01/12/2024 GAUS Buy 176,540 39,829 Ordinary
01/12/2024 GAUS Buy 77,723 17,535 Ordinary
01/12/2024 GAUS Buy 28,651 6,480 Ordinary
01/15/2024 GAUS Buy 130,950 29,838 Ordinary
01/15/2024 GAUS Buy 46,810 10,663 Ordinary
01/15/2024 GAUS Buy 56,518 12,763 Ordinary
01/15/2024 GSI Buy 15,328 3,506 Ordinary
01/15/2024 GSI Buy 4 1 Ordinary
01/15/2024 GAUS Buy 68,886 15,556 Ordinary
01/15/2024 GAUS Buy 20,752 4,772 Ordinary
01/16/2024 GAUS Buy 495,809 115,868 Ordinary
01/16/2024 GAUS Buy 35,665 8,269 Ordinary
01/16/2024 GSI Buy 13,026 3,043 Ordinary
01/16/2024 GSI Buy 869 196 Ordinary

21

01/16/2024 GAUS Buy 41,889 9,712 Ordinary
01/16/2024 GAUS Buy 36,951 8,637 Ordinary
01/16/2024 GAUS Buy 17,938 4,159 Ordinary
01/16/2024 GSI Buy 3,244 757 Ordinary
01/17/2024 GAUS Buy 1,045,152 237,526 Ordinary
01/17/2024 GAUS Buy 98,885 23,219 Ordinary
01/17/2024 GAUS Buy 409,849 91,038 Ordinary
01/17/2024 GAUS Buy 139,464 32,691 Ordinary
01/17/2024 GSI Buy 5,213 1,220 Ordinary
01/17/2024 GSI Buy 864 197 Ordinary
01/17/2024 GAUS Buy 38,858 8,888 Ordinary
01/17/2024 GSI Buy 409,849 91,038 Ordinary
01/18/2024 GAUS Buy 570,961 126,344 Ordinary
01/18/2024 GAUS Buy 81,819 18,207 Ordinary
01/18/2024 GAUS Buy 11,675 2,587 Ordinary
01/18/2024 GAUS Buy 12,074 2,674 Ordinary
01/18/2024 GAUS Buy 40,047 8,888 Ordinary
01/18/2024 GAUS Buy 19,353 4,286 Ordinary
01/18/2024 GSI Buy 81,819 18,207 Ordinary
01/19/2024 GAUS Buy 1,123,506 243,435 Ordinary
01/19/2024 GAUS Buy 306,111 65,669 Ordinary
01/19/2024 GAUS Buy 1,303 289 Ordinary
01/19/2024 GSCO Borrow of Securities N/A 300 Ordinary
01/19/2024 GAUS Buy 27,612 6,122 Ordinary
01/19/2024 GSI Buy 306,111 65,669 Ordinary
01/22/2024 GAUS Buy 1,466,697 301,609 Ordinary
01/22/2024 GAUS Buy 37,158 7,633 Ordinary
01/22/2024 GAUS Buy 11,154 2,249 Ordinary
01/22/2024 GAUS Buy 246,297 50,418 Ordinary
01/22/2024 GAUS Buy 66,450 13,725 Ordinary
01/22/2024 GSI Buy 921 204 Ordinary
01/22/2024 GSCO Borrow of Securities N/A 155,687 Ordinary
01/22/2024 GSCO Borrow of Securities N/A 55,100 Ordinary
01/22/2024 GAUS Buy 234,351 50,204 Ordinary
01/22/2024 GAUS Buy 13,995 2,998 Ordinary
01/23/2024 GAUS Buy 937,700 190,527 Ordinary
01/23/2024 GAUS Buy 28,781 5,829 Ordinary
01/23/2024 GAUS Buy 42,808 8,698 Ordinary
01/23/2024 GSI Buy 1,288 280 Ordinary
01/23/2024 GSCO Borrow of Securities N/A 100,000 Ordinary
01/23/2024 GAUS Buy 131,537 26,526 Ordinary
01/23/2024 GAUS Buy 50,044 10,092 Ordinary
01/23/2024 GAUS Buy 26,135 5,311 Ordinary
01/23/2024 GAUS Buy 1,542 311 Ordinary

22

01/24/2024 GAUS Buy 832,123 168,016 Ordinary
01/24/2024 GAUS Buy 360,175 73,025 Ordinary
01/24/2024 GAUS Buy 9,246 1,853 Ordinary
01/24/2024 GSI Buy 9,423 1,896 Ordinary
01/24/2024 GSI Buy 4,860 1,002 Ordinary
01/24/2024 GAUS Buy 166,701 33,884 Ordinary
01/24/2024 GAUS Buy 157,413 31,996 Ordinary
01/24/2024 GAUS Buy 81,280 16,215 Ordinary
01/24/2024 GAUS Buy 64,395 13,000 Ordinary
01/25/2024 GAUS Buy 883,492 177,553 Ordinary
01/25/2024 GAUS Buy 4,971 1,000 Ordinary
01/25/2024 GSI Buy 9,099 1,845 Ordinary
01/25/2024 GAUS Buy 267,356 53,277 Ordinary
01/25/2024 GAUS Buy 74,867 14,919 Ordinary
01/26/2024 GSI Buy 772 156 Ordinary
01/29/2024 GAUS Buy 689,301 136,443 Ordinary
01/29/2024 GAUS Buy 154,857 31,064 Ordinary
01/29/2024 GSI Buy 1,327 267 Ordinary
01/29/2024 GAUS Buy 133,491 26,778 Ordinary
01/30/2024 GAUS Buy 902,204 175,927 Ordinary
01/30/2024 GAUS Buy 216 42 Ordinary
01/30/2024 GAUS Buy 1,662 324 Ordinary
01/30/2024 GAUS Buy 178,185 34,689 Ordinary
01/30/2024 GAUS Buy 171,450 33,950 Ordinary
01/31/2024 GAUS Buy 777,603 151,595 Ordinary
01/31/2024 GSI Buy 1,249 247 Ordinary
01/31/2024 GAUS Buy 286,191 55,800 Ordinary
01/31/2024 GAUS Buy 40,858 7,936 Ordinary
01/31/2024 GSI Buy 99,302 19,354 Ordinary
02/01/2024 GAUS Buy 518,768 99,007 Ordinary
02/01/2024 GAUS Buy 1,721 330 Ordinary
02/01/2024 GAUS Buy 1,657 313 Ordinary
02/01/2024 GAUS Buy 4,864 946 Ordinary
02/01/2024 GAUS Buy 12,152 2,349 Ordinary
02/01/2024 GAUS Buy 481,259 93,028 Ordinary
02/01/2024 GAUS Buy 29,539 5,710 Ordinary
02/01/2024 GSI Buy 1,113 217 Ordinary
02/01/2024 GSI Borrow of Securities N/A 2,000,000 Ordinary
02/01/2024 GSI Borrow of Securities N/A 2,000,000 Ordinary
02/01/2024 GAUS Buy 5,173,274 1,000,000 Ordinary
02/01/2024 GAUS Buy 1,551,982 300,000 Ordinary
02/01/2024 GAUS Buy 310,208 58,689 Ordinary
02/01/2024 GAUS Buy 87,092 16,692 Ordinary
02/01/2024 GAUS Buy 13,815 2,704 Ordinary

23

02/01/2024 GAUS Buy 1,040 201 Ordinary
02/01/2024 GSI Buy 348,616 66,302 Ordinary
02/01/2024 GSI Buy 98,114 18,799 Ordinary


Signature


Print name


Rahail Patel
(signing under power of attorney)

Capacity

Authorised Person

Sign here



Date

19 March 2024

24

Annexure C – Relevant Agreements
Part A

DATED: 3'd July 2001.
OSLl
OVERSEAS SECURITIES LENDER'S AGREEMENT
BETWEEN
GOLDMAN
SACHS INTERNATIONAL (I)
AND
BARCLAYS GLOBAL INVESTORS LIMITED
AS AGENT FOR EACH OF THE FUNDS AND ACCOUNTS
SET FORTH ON APPENDIX
A HERETO (2)
VERSION: BASED ON DECEMBER 1995 OSLA
DATED;
3'* Jul2001.
OSL J
OVERSEAS SECURITIES LENDER'S AGREEMENT
BETWEEN
GOLDMAN SACHS INTERNATIONAL
iii
AND
BARCLAYS GLOBAL INVESTORS LIMITED
AS AGENT FOR EACH OF THE FUNDS AND ACCOUNTS
SET FORTH ON APPENDIX A HERETO
(2)
VERSION:BASED ON DECEMBER
1995
OSLA

CONTENTS
Clause Page
1. INTERPRETATION .................................................................................................... 1
2. LOANS OF SECURITIES ........................................................................................ 14
3. DELIVERY OF SECURITIES .................................................................................. 14
4. RIGHTS AND TITLE ............................................................................................... 14
5. RATES ........................................................................................................................ 17
6. COLLATERAL .......................................................................................................... 18
7. REDELIVERY OF EQUIVALENT SECURITIES ................................................... 21
8. SET-OFF ETC ............................................................................................................ 23
9. TAXATION ................................................................................................................ 25
10. LENDER'S WARRANTIES ...................................................................................... 25
11. BORROWER'SWARRANTIES ............................................................................... 26
12. EVENTS OF DEFAULT ............................................................................................ 26
13. OUTSTANDING PAYMENTS ................................................................................. 28
14. TRANSACTIONS ENTERED INTO AS AGENT .................................................... 28
15. TERMINATION OF COURSE OF DEALINGS BY NOTICE ................................. 30
16. GOVERNING PRACTICES ...................................................................................... 30
17. OBSERVANCE OF PROCEDURES ......................................................................... 30
18. SEVERANCE ............................................................................................................. 30
19. SPECIFIC PERFORMANCE ..................................................................................... 31
20. NOTICES .................................................................................................................... 31
21. ASSIGNMENT ........................................................................................................... 31
22. NON-WAIVER ........................................................................................................... 31
W
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
ll.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
CONTENTS
INTERPRETATION
LOANS OF SECURITIES
DELIVERY
OF SECURITIES
RIGHTS AND TITLE
RATES
COLLATERAL
REDELIVERY OF EUIVALENT SECURITIES
SET-OFF ETC...
TAXATION
LENDER'S WARRANTIES
.
BORROWER'S WARRANTIES
EVENTS OF DEFAULT
OUTSTANDING PAYMENTS
TRANSACTIONS ENTERED INTO AS AGENT
TERMINATION OF COURSE OF DEALINGS BY NOTICE
GOVERNING PRACTICES
OBSERVANCE OF PROCEDURES
SEVERANCE
SPECIFIC PERFORMANCE
NOTICES
ASSIGNMENT
NON
-
WA1VER
Page
1
14
14
14
17
18
21
23
25
25
26
26
28
.
28
30
30
30
30
31
31
31
31

,,
23. ARBITRATION AND JURISDICTION .................................................................... 31
24. TIME ........................................................................................................................... 32
25. RECORDING ............................................................................................................. 32
26. GOVERNING LAW ................................................................................................... 32
SCHEDULE .......................................................................................................................... 34
fl
23.
ARBITRATION AND JURISDICTION...
24.
25.
TIME
RECORDING
26.
GOVERNING LAW
SCHEDULE
.
31
32
32
32
34

THIS AGREEMENT is made the 3rd day of July, 2001
BETWEEN:-
(I) Goldman Sachs International a company incorporated under the laws of England
and Wales, whose registered office is at Peterborough Court,
133 Fleet Street, London
EC4A 2BB
("Borrower"); and
(2) Barclays Global Investors Limited, a company incorporated in England and Wales,
registered number 796793, whose registered office
is at 54 Lombard Street, London EC3P
3AH, as agent for each of the funds and accounts set forth on Appendix A hereto ("Lender")
WHEREAS:-
I. The Parties hereto are desirous of agreeing a procedure whereby either one of them
(the
"Lender") will make available to the other of them (the "Borrower") from time
to time
Securities (as hereinafter defined) in order to enable the Borrower, subject to
any Inland Revenue provisions then in force, to fulfil a contract to sell such
Securities
or to on lend such Securities to a third party to enable such party to fulfil a contract to
sell such Securities, whether or not as part of a chain of arrangements to enable the
final party in such chain to fulfil a contract to sell such
Securities or to replace an
existing loan
of Securities to such third party, or for other purposes.
2. All transactions carried out under this Agreement will be effected in accordance with
the Rules (as hereinafter defined)
TOGETHER WITH current market practices,
customs and conventions.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS
FOLLOWS:-
I. INTERPRETATION
(A)
In this Agreement:-
"Act oflnsolvency" means in relation to either Party
(i) its making a general assignment for the benefit
of, or entering into a reorganisation,
arrangement, or composition with creditors, or
(ii) its admitting in writing that it
is unable to pay
its debts as they become due, or
I
THIS AGREEMENT
is made the 3rd day
of
July, 2001
BETWEEN
(1)
Goldman Sachs Intemational
a company incorporated under the laws
of
England
and Wales, whose registered oñice is at Peterborough Coun,
133
Fleet Street, London
EC4A 2BB ("Borrower");
and
(2)
Barclays
Global
Investors
Limited,
a
company
incorporated
in
England
and
Wales,
registered
number 796793, whose registered office is at 54 Lombard Street, London EC3P
3AH,
as
agent
for
each
of
the funds and accounts set forth on Appendix A hereto ("Lender")
WHEREAS:
-
l.
The Parties hereto are desirous
of
agreeing a procedure whereby either one
of
them
(the
"Lender") will
make available to die other
of
them (the ô*Borrower") from time
to time Securities (as hereinafter defined) in order to enable the Borrower, subject to
any Inland Revenue provisions then in force, to
fulñl
a contract to sell such Securities
or to on lend such Securities to a dîird party to enable such pany to
fulfil
a
contract to
sellsuch
Securities, whedler or not
as
part
of
a chain
of
anangements to enable the
ñnal pany in
such chain to
fulfil
a contract to sell such Securities or to replace
an
existing loan
of
Securities to such third party, or for other purposes.
2.All
transactions carried out Lmder this Agreement
will
be
effected in accordance with
the
Rules
(as
hereinafter
defined)TOGETHER WITH
currentmarket
practices,
customs and conventions.
NOW
THIS
AGREEMENTWITNESSETH
ANDIT
LS
HEREBY
AGREED
AS
FOLLOWS:
-
l.
INTERPRETATION
(A)
in this Agreement:-
"Act of Insolvency"
means in relation to either Party
(i)
(ii)
its making
a general assignment for the beneñt
of;
orentering
into
a
reorganisation,
anangement, or composition with creditors, or
its admitting in writing that it
is unable to pay
its debts
asthey become due, or
l

"'Agent"
"Alternative Collateral"
(iii) its seeking, consenting to or acquiescing in the
appointment
of any trustee, administrator,
receiver or liquidator or analogous officer
of it
or any material part
of its property, or;
(iv) the presentation or filing
of a petition in respect
of it (other than by the other Party to this
Agreement in respect
of any obligation under
this Agreement) in any court or before any
agency alleging or for the bankruptcy,
winding-up or insolvency
of such Party (or any
analogous proceeding) or seeking any
reorganisation, arrangement, composition, re-
adjustment, administration, liquidation,
dissolution or similar relief under any present
or future statute, law or regulation, such
petition (except in the case
of a petition for
winding-up or any analogous proceeding in
respect
of which no such 30 day period shall
apply) not having been stayed or dismissed
within
30 days of its filing;
(v) the appointment
of a receiver, administrator,
liquidator or trustee or analogous officer
of
such Party over all or any material part of such
Party's property; or
(vi) the convening
of any meeting of its creditors
for the purpose
of considering a voluntary
arrangement as referred to in
Section 3 of the
Insolvency Act 1986 (or any analogous
proceeding);
shall have the same meaning given in Clause
14;
means Collateral of a Value equal to the Collateral
delivered pursuant to Clause 6 and provided by way
of
substitution for Collateral originally delivered or
previously substituted in accordance with the provisions
of Clauses 6(F) or 6(G);
2
"Alternative Collateral"
(iii)
its seeking, consenting to or acquiescing in the
appoimment
of
any
tmstee,
administrator,
receiver or liquidator or analogous ofñcer of it
or any material pan
of
its property, or;
(iv)
the presentation or ñling
of
a
petition in respect
of it(other
than
by
theother
Party
tothis
Agreement in respect
of
any
obligation under
this
Agreement)
in
any
court
orbefore
any
agency
alleging
or
for
the
bankruptcy,
winding-up or insolvency
of
such Pany (or any
analogous
proceeding)
or
seeking
any
reorganisation,
arrangement,
composition,
re-
adjustment,
administration,
liquidation,
dissolution or similar relief under any present
or
future
statute,
law
or
regulation,
such
petition
(except
in
the
case
of
a
petition
for
winding
-up
or
any
analogous
proceeding
in
respect
of
which no such
30
day
period shall
apply)
not
having
been
stayed
ordismissed
within
30 days
of
its ñling;
(v)
the
appointment
of
a
receiver,
administrator,
liquidator
or
tn1stee
or
analogous
officer
of
such Pany over all or any material pan
of
such
Pa11y's
propeny; or
(vi)
the
convening
of
any
meeting
of
its creditors
for
the
purpose
of
considering
a
voluntary
anangement as referred to in Section
3
of
the
Insolvency
Act
1986
(or
any
analogous
proceeding);
shall have the same meaning given in Clause
14;
means
Collateral
of
a
Value
equal
to
the
Collateral
delivered pursuant to Clause 6 and provided by way
of
substitution
forCollateral
originally
deliveredor
previously substituted in accordance
Mth
the provisions
of
Clauses 6(F )
or 6(G);
2

"Appropriate Tax Vouchers"
means:-
(i) either such tax vouchers and/or certificates as
shall enable the recipient to claim and receive
from any relevant tax authority, in respect
of
interest, dividends, distributions and/or other
amounts (including for the avoidance
of doubt
any manufactured payment) relating to
particular Securities, all and any repayment
of
tax or benefit of tax credit to which the Lender
would have been entitled but for the loan
of
Securities in accordance with this Agreement
and/or to which the Lender
is entitled in
respect
of tax withheld and accounted for in
respect
of any manufactured payment; or such
tax vouchers and/or certificates as are provided
by the Borrower which evidence an amount
of
overseas tax deducted which shall enable the
recipient to claim and receive from any
relevant tax authority all and any repayment
of
tax from the UK Inland Revenue or benefits of
tax credit in the jurisdiction of the recipient's
residence; and
(ii) such vouchers and/or certificates in respect
of
interest, dividends, distributions and/or other
amounts relating
to particular Collateral;
"Approved UK Collecting Agent" means a person who is approved as such for the
purposes
of the Rules of the UK Inland Revenue
relating to stocklending and manufactured interest and
dividends;
"Approved Intermediary" means a person who is approved as such for the
purposes
of the Rules of the UK Inland Revenue
relating to stocklending and manufactured interest and
dividends;
"Assured Payment" means a payment obligation of a Settlement Bank
arising (under the Assured Payment Agreement) as a
result
of a transfer of stock or other securities to a COO
stock account of a member of the COO for whom that
Settlement Bank
is acting;
3
"Appropriate Tax Vouchers
"Approved UK Collecting Agent"
"Approved Intermediary"
"Assured Payment"
means:
(i)
either such tax vouchers and/or certificates
as
shall enable the recipient to claimand
receive
from any relevant tax authority, in
respect
of
interest,
dividends,distributions
and/or
other
amounts (including for the avoidance
of
doubt
any
manufactured
payment)
relating
to
particular
SecL1rities,
all
and any repayment
of
tax or benefit
of
tax credit to which the Lender
would
havebeen
entitledbut
for
the
loan
of
Securities
in accordance
with this Agreement
and/or
to
which
the
Lender
is
entitled
in
respect
of
tax
withheld
and
accounted
for
in
respect
of
any manufactlued payment; or such
tax vouchers and/or certificates
as are provided
by the Borrower which evidence
an amount
of
overseas
taxdeducted
which
shall
enable
the
recipient
to
claim
and
receivefrom
any
relevant tax authority all and any repayment
of
tax from the UK Inland Revenue or benefits
of
tax credit in the jurisdiction of
the recipient's
residence; and
(ii)
such vouchers and/or ceniñcates in respect
of
interest,
dividends,distributions
and/or
other
amounts relating to panicular Collateral;
means
a
person
who
is
approved
as
such
for
the
purposes
of
the
Rules
of
the
UK
Inland
Revenue
relating to stocklending and manufactured interest and
dividends;
means
a
person
who
is
approved
as
such
for
the
purposes
of
theRules
of
the
UK
Inland
Revenue
relating to stocklending and manufactured interest and
dividends:
meansa
payment
obligation
of
a
Settlement
Bank
arising
(under
the
Assured
Payment
Agreement)
as
a
result
of
a transfer
of
stock or other securities to
a
CGO
stock account
of
a member
of
the CGO for whom that
Settlement Bank is acting;
3

"Assured Payment Agreement"
"Base Currency"
"Bid Price"
"Bid Value"
means an agreement dated 24 October 1986 between the
Bank
of England and all the other banks which are for
the time being acting as Settlement Banks in relation to
the
CGO regulating the obligations of such banks to
make payments in respect
of transfers of securities
through the
CGO as supplemented and amended from
time to time;
has the meaning given in the Schedule hereto;
in relation to Equivalent Securities or Equivalent
Collateral means the best available bid price thereof on
the most appropriate market in a standard size;
Subject to Clause 8(E) means:-
(A) in relation to Equivalent Collateral at a
particular time:-
(i) in relation to Collateral Types B(x)
and C (more specifically referred to in
the Schedule) the Value thereof as
calculated in accordance with such
Schedule;
(ii) in relation to
all other types of
Collateral (more specifically referred
to in the Schedule) the amount which
would be received on a sale
of such
Collateral at the Bid Price thereof at
such time less all costs, fees and
expenses that would be incurred in
connection with selling or otherwise
realising such Equivalent Collateral,
calculated on the assumption that the
aggregate thereof is the least that
could reasonably be expected
to be
paid in order to carry out such sale or
realisation and adding thereto the
amount
of any interest, dividends,
distributions or other amounts paid
to
the Lender and in respect of which
4
"Assured Payment Agreement"
"Base Currency"
"Bid Price
"Brd Value"
means an agreement dated 24 October 1986 between the
Bank
of
England and all the other banks which
are
for
the time being acting
as
Settlement Banks in relation to
the
CGO
regulating the obligations
of
suchbanks
to
make
payments
in
respect
of
transfers
of
securities
through the CGO
as
supplemented
and amended
from
time to time:
has the meaning given in the Schedule hereto;
in
relation
to
Equivalent
Securities
or
Equivalent
Collateral means the best available bid price thereof on
the most appropriate market in
a standard size;
Subject to Clause 8(E) means:-
(A)
in
relationto
Equivalent
Collateral
at
a
panicular timor-
(i)
in
relationto
Collateral
Types
B(x)
and C (more speciñcally refen
-
ed to in
the
Schedule)
the
Valuethereof
as
calculated
in
accordance
with
such
Schedule;
(ii)
in
relationtoallother
types
of
Collateral(more
speciñcally
referred
to in
the Schedule) the amount which
would be received
on
a
sale
of
such
Collateral
at
the
Bid Price thereof
at
such
time
less
all
costs,
fees
and
expenses
that
would
be
incurred
in
connection
with
selling
or
othemñse
realising
such
Equivalent
Collateral,
calculated
on the assumption that the
aggregate
thereof
is
theleast
that
could
reasonably
be
expected
tobe
paid in order to carry out
such sale or
realisation
and
adding
thereto
the
amoLmt
of
any
interest,
dividends,
distributions or other amounts paid to
the
Lender
and
in
respect
of which
4

'"Borrower"
"Borrowing Request"
"Business Day"
"Cash Collateral"
and
equivalent amounts have not been
paid to the Borrower in accordance
with Clause 6(G) prior to such time in
respect
of such Equivalent Collateral
or the original Collateral held gross
of
all and any tax deducted or paid in
respect thereof;
(B) in relation to Equivalent Securities at a
particular time the amount which would be
received on a sale
of such Equivalent Securities
at the Bid
Price thereof at such time less all
costs, fees and expenses that would be incurred
in connection therewith, calculated on the
assumption that the aggregate thereof is the
least that could reasonably be expected to be
paid in order to carry out the transaction;
with respect to a particular loan
of Securities means the
Borrower as referred to in Recital I
of this Agreement;
means a request made (by telephone or otherwise) by
the Borrower to the Lender pursuant to Clause 2(A)
specifying the description, title and amount
of the
Securities required by the Borrower, the proposed
Settlement Date and duration
of such loan and the date,
time, mode and place
of delivery which shall, where
relevant, include the bank agent clearing or settlement
system and account to which delivery
of the Securities
is to be made;
means a day on which banks and securities markets are
open for business generally in London and, in relation to
the delivery or redelivery
of any of the following in
relation to any loan, in the place(s) where the relevant
Securities, Equivalent Securities, Collateral (including
Cash Collateral) or Equivalent Collateral are to be
delivered;
means Collateral that takes the form
of a deposit of
currency;
5
and
(B)
equivalent
amounts
have
not
been
paid
to
the
Borrower
in
accordance
with
Clause 6(G) prior to such time in
respect
of
such
Equivalent
Collateral
or
tl1e
original Collateral held gross
of
all
and
any
tax
deducted
or
paid
in
respect thereof}
in
relationto
Equivalent
Securities
at
a
particular
time
the
amount
which
would
be
received on a sale
of
such Equivalent Securities
at
the
Bid Price thereof
atsuch
time
less
all
costs, fees and expenses that would be incurred
in
comlectiontherewith,
calculated
onthe
assumption
that
the
aggregate
thereof is
the
least
that could reasonably
be
expected
to
be
paid in order to can
-
y out the transaction;
"Borrower"
"Borrowing Request"
"Business Day"
"Cash Collateral"
wid1 respect to a panicular loan
of
Securities means the
Borrower
as
refened to in Recital
1
of
this Agreement;
means
a
request
made
(by
telephone
or otherwise) by
the
Bonower
to
the
Lender
pursuant
to
Clause
2(A)
specifying
the
description,
title
and
amount
of
the
Securities
required
by
the
Borrower,
the
proposed
Settlement Date and duration
of
such loan and the date,
time,
mode
and
place
of
delivery
which
shall,
where
relevant, include me bank agent clearing or settlement
system and account to which delivery
of
the Securities
is to be made:
means a day on which banks and securities markets are
open
for
business generally in London and, in relation to
the
delivery
or redelivery
of
any
of
the
following
in
relation to any loan, in the place(s) where the relevant
Securities,
Equivalent
Securities,
Collateral
(including
Cash
Collateral)
or
Equivalent
Collateral
are
to
be
delivered;
means
Collateral
that
takes
the
form
of
a
deposit
of
cunency;
5

"Central Gilts Office" or
"CGO"
"CGO Collateral"
"CGO Rules"
"Close
of Business"
"Collateral"
"Defaulting Party"
"Equivalent Collateral"
"Collateral
equivalent to"
means the computer based system managed by the Bank
of England to facilitate the book-entry transfer of gilt-
edged securities;
shall have the meaning specified in paragraph A
of the
Schedule;
means the requirements
of the CGO for the time being
in force as defined in the membership agreement
regulating membership
of the CGO;
means the time at which banks close in the business
centre in which payment
is to be made or Collateral is to
be delivered;
means such secunt1es or financial instruments or
deposits
of currency as are referred to in the Schedule
hereto or any combination thereof which are delivered
by the Borrower to the Lender in accordance with this
Agreement and shall include the certificates and other
documents
of or evidencing title and transfer in respect
of the foregoing (as appropriate), and shall include
Alternative Collateral;
shall have the meaning given in Clause 12;
or in relation to any Collateral provided under this
Agreement means
securities, cash or other property, as the case may be,
of
an identicaltype, nominal value, description and amount
to particular Collateral so provided and shall include the
certificates and other documents
of or evidencing title
and transfer in respect
of the foregoing (as appropriate).
If and to the extent that such Collateral consists of
securities that are partly paid or have been converted,
subdivided, consolidated, redeemed, made the subject
of
a takeover, capitalisation issue, rights issue or event
similar to any
of the foregoing, the expression shall
have the following meaning:
6
"Central Gilts Office" or
HCG0)9
"CGO Collateral"
"CGO Rules
"Close of Business"
"Collateral"
"Defaulting Party"
"Equivalent Collateral"
"Collateral equivalent to"
means the computer based system managed by the Bank
of
England to facilitare the book
-entry transfer
of gilt
-
edged securities;
shall have the meaning speciñed in paragraph A
of
the
Schedule:
means the requirements
of
the CGO for the time being
in
force
as
detined
in
the
membership
agreement
regulating membership
of
the CGO;
means
the
time
at
which banks
close
in the
business
centre in which payment is to be made or Collateral is to
be delivered:
means
such
securities
or
ñnancialinstmmentsor
deposits
of
cLu1ency as
are
referred to in the Schedule
hereto or any combination thereof which
are
delivered
by the Bonower to
the Lender in accordance with this
Agreement and shall
include the
ceniñcates and other
documents
of
or evidencing title and transfer in respect
of
dle
foregoing
(as
appropriate),
and
shall
include
Altemative Collateral:
shall have dle meaning given in Clause 12;
or
in
relationto
any
Collateral
provided
underthis
Agreement means
secmities, cash or other propeny,
as the case may be,
of
an
identicaltype, nominal value, description and amount
to panicular Collateral
so provided and shall include the
certificates and other documents
of
or evidencing title
and transfer in respect
of
the foregoing (as appropriate).
If
and
totheextentthat
such
Collateral
consists
of
securities that are partly paid or have been convened,
subdivided, consolidated, redeemed, made the subject
of
a
takeover,
capitalisation
issue,
rights
issue
or
event
similar to
any
of
the
foregoing,
the
expression
shall
have the following meaning:
6

(a) in the case of conversion, subdivision or
consolidation the securities into which the
relevant Collateral has been converted,
subdivided or consolidated
PROVIDED
THAT, if appropriate, notice has been given in
accordance with Clause 4(B)(vi);
(b) in the case
of redemption, a sum of money
equivalent to the proceeds
of the redemption;
( c) in the case
of a takeover, a sum of money or
securities, being the consideration or
alternative consideration
of which the
Borrower has given notice to the Lender in
accordance with Clause 4(B)(vi);
( d) in the case
of a call on partly paid securities,
the paid-up securities
PROVIDED THAT the
Borrower shall have paid to the Lender an
amount
of money equal to the sum due in
respect
of the call;
( e) in the case
of a capitalisation issue, the relevant
Collateral
TOGETHER WITH the securities
allotted by way
of a bonus thereon;
(f) in the case of a rights issue, the relevant
Collateral
TOGETHER WITH the securities
allotted thereon,
PROVIDED THAT the
Borrower has given notice to the Lender in
accordance with Clause 4(B)(vi), and has paid
to the Lender all and any sums due in respect
thereof;
(g) in the event that a payment or delivery
of
Income is made in respect of the relevant
Collateral in the form
of securities or a
certificate which may at a future date be
exchanged for securities or in the event
of an
option to take Income in the form of securities
or a certificate which may at a future date be
exchanged for securities, notice has been given
to the Borrower in accordance with Clause
7
(a)
(b)
CC)
(d)
(€)
(0
(g)
in
the
case
of
conversion,
subdivisionor
consolidationthe
securitiesintowhich
the
relevant
Collateral
has
been
convened,
subdivided
orconsolidated
PROVIDED
THAT, if
appropriate, notice has been given in
accordance
with Clause 4(B)(vi);
in the
case
of
redemption,
a
sum
of
money
equivalent to the proceeds
of
the redemption;
in the
case
of
a takeover,
a
smn
of
money
or
securities,
being
the
considerationor
altemativeconsideration
of
which
the
Borrower
has
given
noticeto
the
Lender
in
accordance
with
Clause 4(B)(vi);
in the
case
of
a
call on panly paid securities,
die paid-up securities PROVIDED THAT
the
Borrower
shall
have
paid
to
the
Lender
an
amount
of
money
equal
to
thesmndue
in
respect
of
the call;
in the case
of
a
capitalisation issue, the relevant
Collateral TOGETHER WITH
the
securities
allotted by way
of
a
bonus thereon;
in
thecase
of
a
rights
issue,
the
relevant
Collateral TOGETHER WITH
the
secmities
allotted
thereon,
PROVIDED
THAT
the
Bonower
has
given
noticeto
the
Lender
in
accordance
widî
Clause 4(B)(vi), and
has paid
to the Lender all and any sums due in respect
thereof:
in
the
eventthat
a
payment
or
delivery
of
Incomeis
made
in
respect
of
the
relevant
Collateral
in
the
fonn
of
securitiesor
a
certificato
which
may
at
a
future
date
be
exchanged
for securities or in the event
of
an
option to take Income in the fonn
of
securities
or
a
certificato which may
at
a future date
be
exchanged for securities, notice has been given
tothe
Borrower
in
accordance
with
Clause
7

"Equivalent Securities"
4(B)(vi) the relevant Collateral TOGETHER
WITH securities or a certificate equivalent to
those allotted;
(h) in the case
of any event similar to any of the
foregoing, the relevant Collateral
TOGETHER WITH or replaced by a sum of
money or securities equivalent to that received
in respect
of such Collateral resulting from
such event;
For the avoidance
of doubt, in the case of Bankers'
Acceptances (Collateral type B(v)), 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
of this definition, securities are equivalent to
other securities where they are
of an identical type,
nominal value, description and amount and such term
shall include the certificate and other documents
of or
evidencing title and transfer in respect
of the foregoing
(as appropriate);
means secur1lles
of an identical type, nominal value,
description and amount to particular
Securities
borrowed and such term shall include the certificates
and other documents
of or evidencing title and transfer
in respect
of the foregoing (as appropriate). If and to
the extent that such
Securities are partly paid or have
been converted, subdivided, consolidated, redeemed,
made the subject
of a takeover, capitalisation issue,
rights issue or event similar to any
of the foregoing, the
expression shall have the following meaning:
(a) in the case
of conversion, subdivision or
consolidation the securities into which the
borrowed
Securities have been converted,
subdivided or consolidated
PROVIDED
THAT if appropriate, notice has been given in
accordance with Clause 4(B)(vi);
(b) in the case
of redemption, a sum of money
equivalent to the proceeds
of the redemption;
8
"Equivalent Securities
4(B)(xd) the relevant Collateral
TOGETHER
WITH
securities or
a
certificato equivalent to
those allotted:
(h)
in lire
case
of
any
event
similar to any
of
the
foregoing,
the
relevant
Collateral
TOGETHER WITH
or replaced by
a
sum
of
money or securities equivalent to that received
in
respect
of
such
Collateral
resulting
from
such event:
For
the
avoidance
of
doubt,
in
the
case
of
Bankers'
Acceptances
(Collateral
type
B(v)),
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
of
this deñnition, securities
are
equivalent to
othersecuritieswherethey
are
of
an
identical
type,
nominal
value,
description and amount and
such
tenn
shall
include the ceniñcate and other documents of or
evidencing title and transfer in respect
of
the foregoing
(as appropriato);
means
securities
of
an
identical
type,
nominal
value,
description
and
amountto
panicular
Securities
bonowed
andsuch
tennshallinclude
the
certificates
and other documents
of
or evidencing title and transfer
in
respect
of
the
foregoing
(as
appropriate).
If
and to
me extent that such
Secluities
are
panly paid or
have
been
convened,
subdivided,
consolidated,
redeemed,
madethe
subject
of
a
takeover,
capitalisation
issue,
rights issue or event similar to any
of
the foregoing, the
expression shall have the following meaning:
(a)
in
the
case
of
conversion,
subdivision
or
consolidation
the
securitiesinto
which
the
borrowed
Securities
havebeen
converted,
subdividedorconsolidated
PROVIDED
THAT if
appropriate, notice has been given in
accordance
with Clause 4(B)(vi);
(b)
in
the
case
of
redemption,
asum
of
money
equivalent to the proceeds
of
the redemption;
8

( c) in the case of takeover, a sum of money or
securities, being the consideration or
alternative consideration
of which the Lender
has given notice to the Borrower in accordance
with Clause 4(B)(vi);
(d) in the case
of a call on partly paid securities,
the paid-up securities
PROVIDED THAT the
Lender shall have paid to the Borrower an
amount
of money equal to the sum due in
respect
of the call;
(e) in the case
of a capitalisation issue, the
borrowed Securities TOGETHER WITH the
securities allotted by way
of a bonus thereon;
(t) in the case of a rights issue, the borrowed
Securities TOGETHER WITH the securities
allotted thereon,
PROVIDED THAT the
Lender has given notice to the Borrower in
accordance with Clause 4(B)(vi), and has paid
to the Borrower all and any sums due in respect
thereof;
(g) in the event that a payment or delivery
of
Income is made in respect of the borrowed
Securities in the form
of securities or a
certificate which may at a future date be
exchanged for securities or in the event
of an
option to take Income in the form
of securities
or a certificate which may at a future date be
exchanged for securities, notice has been given
to the Borrower in accordance with Clause
4(B)(vi) the borrowed Securities TOGETHER
WITH securities or a certificate equivalent to
those allotted;
(h) in the case
of any event similar to any of the
foregoing, the borrowed Securities
TOGETHER WITH or replaced by a sum
of
money or securities equivalent to that received
9
CC)
(d)
(€)
(0
eg)
(h)
in the
case
of
takeover,
a
sum
of
money
or
securities,
being
the
considerationor
altemative consideration
of
which the Lender
has given notice to the Bonower in accordance
with
Clause
4(B)(vi);
in the
case
of
a
call on panly paid securities,
the paid-up securities PROVIDED THAT the
Lendershall
have
paid
to
the
Borrower
an
amount
of
money
equal
tothe
sum
due
in
respect
of
the call;
in
the
case
of
a
capitalisation
issue,
the
borrowed Securities TOGETHER WITH
the
securities allotted by way
of
a bonus thereon;
in
thecase
of
a
rights
issue,
the
bonowed
Securities
TOGETHER WITH
the
securities
allotted
thereon,
PROVIDED
THAT
the
Lender
has
given
notice
to
the
Bonower
in
accordance
with Clause 4(B)(vi),
and has paid
to the Bonower all and any sums due in respect
thereofl
in
dieevent
that
a
payment
or
delivery
of
Income
is
made
in
respect
of
the
borrowed
Securities
in
the
foml
of
securities
or
a
certificato
which
may
atafixturedatebe
exchanged
for securities or in the event
of
an
option to take Income in the fonn of securities
or
a
ceniñcate which may
at
a
future date be
exchanged
for securities, notice has been given
to
the
Borrower
in
accordance
with
Clause
4(B)(vi)
the borrowed Securities TOGETHER
WITH
securities or
a
ceniñcate equivalent to
those allotted;
in the
case
of
any
event
similar to any
of
the
foregoing,
theborrowed
Securities
TOGETHER WITH or
replaced by
a sum
of
money or securities equivalent to that received
9

"Event of Default"
"Income"
"Income
Payment Date",
"Lender"
"Manufactured Dividend"
"Margin"
"'Nominee"
"Non-Defaulting Party"
"Offer Price"
in respect of such borrowed Securities resulting
from such event;
For the purposes
of this definition, securities
are equivalent to other securities where they
are
of an identical type, nominal value,
description and amount and such term shall
include the certificate and other documents
of
or evidencing title and transfer in respect of the
foregoing (as appropriate);
has the meaning given in Clause 12;
any interest, dividends or other distributions
of any kind
whatsoever with respect to any Securities or Collateral;
with respect to any Securities or Collateral means the
date on which Income
is paid in respect of such
Securities or Collateral, or, in the case
of registered
Securities or Collateral, the date by reference to which
particular registered holders are identified as being
entitled to payment oflncome;
with respect to a particular loan
of Securities means the
Lender as referred to in Recital I
of this Agreement;
shall have the meaning given in Clause 4(B)(ii);
shall have the meaning specified in the
Schedule hereto;
means an agent or a nominee appointed by either
Party
and approved (if appropriate) as such by the Inland
Revenue to accept delivery of, hold or deliver
Securities, Equivalent Securities, Collateral and/or
Equivalent Collateral on its behalf whose appointment
has been notified to the other
Party;
shall have the meaning given in Clause 12;
in relation to Equivalent Securities or Equivalent
Collateral means the best available offer price thereof
on the most appropriate market in a standard size;
JO
"Event of Default"
"Income"
"Income Payment Date",
"Lender"
"Manufactured Dividend"
"Margin"
"Nominee"
"Non-Defaulting Party"
"01Ter Price
in respect
of
such borrowed Securities resulting
ti
-
om such event;
For the pm
-
poses
of
this
definition,
securities
are
equivalent
to
othersecuritieswhere
they
are
of
an
identical
type,
nominal
value,
description
and
amount
and
such
termshall
include the cel1iñcate and other documents
of
or evidencing title and transfer in respect
of
the
foregoing (as appropriate);
has the meaning given in Clause
12;
any interest, dividends or other distributions
of
any kind
whatsoever with respect to any Securities or Collateral;
with
respect to any
Securities
or Collateral
meansthe
dateon
which
Income
is
paid
in
respect
of
such
SecuritiesorCollateral,
or,
in
the
case
of
registered
Securities or Collateral, the date by reference to which
panicular
registered
holders
are
identified
as
being
entitled to payment
of
Income;
with
respect to a panicular loan
of
Securities means the
Lender
as
referred to in Recital
1
of this Agreement;
shall have the meaning given in Clause 4(B)(ii);
shall have the meaning speciñed in the Schedule hereto;
means an agent or a nominee appointed by either Pany
and
approved
(if
appropriate)
as
such
by
the
Inland
Revenue
to
accept
delivery
of,
holdor
deliver
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent Collateral on its behalf
Whose
appointment
has been
notified to the other Party;
shall have the meaning given in Clause
12;
in
relation
to
Equivalent
Securities
or
Equivalent
Collateral means the best available
offer price thereof
on the most appropriate market in
a standard size;
10

"Offer Value"
"Parties"
"Performance Date"
"Principal"
"Reference Price"
Subject to Clause 8(E) means:-
(a) in relation to
Collateral equivalent to Collateral
types B (ix) and C (more specifically referred
to in the
Schedule hereto) the Value thereof as
calculated in accordance with such Schedule;
and
(b) in relation to Equivalent Securities or
Collateral equivalent to all other types of
Collateral (more specifically referred to in the
Schedule hereto) the amount it would cost to
buy such Equivalent Securities or Equivalent
Collateral at the Offer Price thereof at such
time together with all costs, fees and expenses
that would be incurred in connection therewith,
calculated on the assumption that the aggregate
thereof is the least that could reasonably be
expected to be paid in order to carry out the
transaction;
means the Lender and the Borrower and
"Party" shall be
construed accordingly;
shall have the meaning given in
Clause 8;
shall have the meaning given in Clause 14;
means:
(a) in relation to the valuation
of Securities,
Equivalent Securities,
Collateral and/or
Collateral equivalent to types B (ii), (viii), (xi)
and (xii) (more specifically referred to in the
Schedule hereto) such price as is equal to the
mid market quotation
of such Securities,
Equivalent Securities,
Collateral and/or
Equivalent
Collateral as derived from a
reputable pricing information service (such as
the services provided by Reuters, Extel
Statistical
Services and Telerate) reasonably
chosen in good faith by the Lender or
if
unavailable the market value thereof as derived
11
"Offer Value"
"Parties"
"Performance Date"
"Principal"
"Reference Price"
Subject to Clause 8(E) means:-
(a)in relation to Collateral equivalent to Collateral
types B (ix)
and C (more speciñcally referïed
to in
the Schedule hereto) the Value thereof
as
calculatedin accordance
with
such
Schedule:
and
(b)
in
relationto
Equivalent
Securities
or
Collateral
equivalent
to
all
other
types
of
Collateral (more specifically referred to in the
Schedule hereto) the
amoïmt
it would
cost to
buy
such
Equivalent
Securities
or
Equivalent
Collateral
at
the
Offer
Price
thereof at
such
time together with all costs,
fees and expenses
that would be incuned in comlection therewith,
calculated on the assumption that the aggregate
thereof is
the
least
that
could
reasonably
be
expected
to
be
paid
in order to cany out
the
transaction:
means me Lender and the Bonower and "Pany" shall be
constmed accordingly;
shall have the meaning given in Clause 8;
shall have the meaning given in Clause 14;
means:
(a)
in
relationtothevaluation
of
Securities,
Equivalent
Securities,
Collateral
and/or
Collateral equivalent to types B (ii), (viii), (xi)
and
(xii)
(more
specifically refened to in
the
Schedule hereto) such price
as
is equal to the
mid
market
quotation
of
such
Securities,
Equivalent
Securities,
Collateral
and/or
Equivalent
Collateral
as
derived
from
a
reputable pricing infonnation service (such
as
the
services
provided
by
Reuters,
Extel
StatisticalServices
and
Telerate)
reasonably
chosen
in
good
faith
by
theLenderor
if
Lmavailable the market value thereof
as
derived
ll

"Relevant Payment Date"
"Rules"
from the prices or rates bid by a reputable
dealer for the relevant instrument 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 Collateral and/or
Collateral equivalent to Collateral types A and
B(i) (more specifically referred to in the
Schedule hereto), the
CGO Reference Price of
such Securities, Equivalent Securities,
Collateral and/or Equivalent Collateral then
current as determined in accordance with the
CGO Rules from time to time in force.
( c) in relation to the valuation
of Collateral and/or
Collateral equivalent to Collateral types B(iii),
(iv), (v), (vi) (vii) and (ix), (more specifically
referred to in the Schedule hereto), the market
value thereof as derived from the rates bid by
Barclays Bank PLC for such instruments or, in
the absence
of such a bid, the average of the
rates bid by two leading market makers for
such instruments at Close
of Business on the
previous Business Day;
shall have the meaning given in Clause 4(B)(i);
means the rules for the time being
of the Stock
Exchange (where either Party is a member of the Stock
Exchange) and/or any other regulatory authority whose
rules and regulations shall from time to time affect the
activities
of the Parties pursuant to this Agreement
including but not limited to the stocklending regulations
and guidance notes relating to both stocklending and
manufactured interest and dividends for the time being
in force
of the Commissioners of the Inland Revenue
and any associated procedures required pursuant thereto
(PROVIDED THAT in an Event of Default, where
either Party is a member
of the Stock Exchange, the
Rules and Regulations
of the Stock Exchange shall
prevail);
12
"Relevant Payment Date"
'Roles"
ñom
the
prices
or
rates
bid
by
a
reputable
dealer
for
the
relevantinstnunent
reasonably
chosen
in good
faith by
the
Lender,
in
each
caseat
Close
of
Business
on
the
previous
Business Day;
(b)
in relation to the valuation
of
Collateral and/or
Collateral equivalent to Collateral types A
and
B(i)
(more
speciñcally
referred
to
in
the
Schedule hereto), the CGO Reference Price
of
such
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent
Collateral
then
current
as
detemlinedin accordance
with the
CGO Rules from time to time in force.
(c)
in relation to the valuation of Collateral and/or
Collateral equivalent to Collateral types B(iii),
(iv), (v), (vi) (vii)
and
(ix), (more speciñcally
refened to in
tl1e
Schedule hereto), the market
value thereof
as
derived from the
rates bid by
Barclays Bank PLC for such instmments or, in
the absence
of
such
abid,
the
average
of
the
rates
bid
by
two
leading
market
makers
for
such
instmments at
Close
of
Business
on the
previous Business Day;
shall have the meaning given in Clause 4(B)(I);
meansthe
mles
for
the
time
being
of
the
Stock
Exchange (where either Pany is a member
of
the Stock
Exchange) and/or any other regulatory authority whose
mles and regulations shall from time to time affect the
activities
of
the
Panies
pursuant
tothis
Agreement
including but not limited to the stocklending regulations
and
guidance
notes
relating
toboth
stocklending
and
manufactured interest and dividends for the time being
in force
of
the
Commissioners
of
the
Inland
Revenue
and any associated procedures required pursuant thereto
(PROVIDED
THAT
in
an
Event
of
Default,where
either
Party
is
a
member
of
the
Stock
Exchange,
the
Rules
and
Regulations
of
the
Stock
Exchange
shall
prevail);
12

"'Securities"
"Settlement Bank"
"Settlement Date"
"Stock Exchange"
"Value"
means Overseas Securities as defined in the Income Tax
(Stock Lending) Regulations 1989
(S.1. 1989 No. 1299)
(as amended by the Income Tax (Stock Lending)
(Amendment) Regulations
1990 (S.1. 1990 No.
2552)and 1993
(S.I. 1993 No. 2003)) or any statutory
modification or re-enactment thereof for the time being
in force which the Borrower
is entitled to borrow from
the Lender in accordance with the Rules and which are
the subject
of a loan pursuant to this Agreement and
such term shall include the certificates and other
documents
of title in respect of the foregoing;
means a settlement member
of the CHAPS and Town
Clearing systems who has entered into contractual
arrangements with the
CGO to provide Assured
Payment facilities for members of the CGO;
means the date upon which Securities are or are to be
transferred to the Borrower in accordance with this
Agreement;
means the London
Stock Exchange Limited;
at any particular time means in respect
of Securities and
Equivalent Securities, the Reference
Price thereof then
current and in respect
of Collateral and/or Equivalent
Collateral such worth as determined in accordance with
the Schedule hereto.
(B) All headings appear for convenience only and shall not affect the interpretation
hereof.
(C) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral",
"Margin'', "redeliver"
etc. which are used to reflect terminology used in the market
for transactions
of the kind provided for in this Agreement, title to Securities
"borrowed" or "lent" and "Collateral" provided in accordance with this Agreement
shall pass from one
Party to another as provided for in this Agreement, the Party
obtaining such title being obliged to redeliver Equivalent Securities or Equivalent
Collateral
as the case may be.
13
"Securities
"Settlement Bank"
"Settlement Date"
"Stock Exchange"
"Value"
means Overseas Securities
as
deñned in the Income Tax
(Stock Lending) Regulations 1989 (S.l. 1989 No. 1299)
cas
amended
by
theIncomeTax
(Stock
Lending)
(Amendment)
Regulations
1990
(S.l.
1990
No.
2552)and
1993
(S.I.
1993No.
2003)) or any
statutory
modiñcation or re
-enactment thereof for the time being
in force which the Borrower
is entitled to bonow from
the Lender in accordance with the Rules and which
are
the
subject
of
a
loan
pursuant
to
this
Agreement
and
such
tenn
shall
include
the
ceniñcates
and
other
documents
of
title in
respect
of
the foregoing;
means a settlement member
of
the
CHAPS
and
Tovm
Clearing
systems
who
has
entered
into
contractual
arrangements
with
the
CGO
to
provide
Assured
Payment facilities for members
of
the CGO;
means the date upon which Securities are or
are
to be
transferred
totheBorrower
in
accordance
with
this
Agreement;
means the London Stock Exchange Limited;
at any particular time means in respect
of
Securities and
Equivalent Securities, the Reference Price thereof then
cunent
and
in respect
of
Collateraland/or
Equivalent
Collateral such worth
as
detemined in accordance with
the Schedule hereto.
(B)
(C)
All
headings
appear
for
convenience
only
and
shallnot affect the interpretation
hereofl
Notwithstanding
the
use
of
expressions
such
as
"bonow",
"lend","Collateral",
"Margin", "redeliver"
etc. which are used to reflect terminology used in the market
for transactions
of
the
kind provided
for
in this Agreement,
title
to
Securities
ôôbolïowed" or
"lent"
and
"Collateral" provided in accordance with this Agreement
shall pass from one Party to mother
as
provided for in this Agreement, the Party
obtaining such title being obliged to redeliver Equivalent Securities or Equivalent
Collateral
as
the case may be.
13

(D) For the purposes of Clauses 6(H)-6(K) and 8(C)-8(E) of this Agreement or
otherwise where a conversion into the Base Currency
is required, all prices, sums
or values (including any Value,
Offer Value and Bid Value) of Securities,
Equivalent Securities, Collateral or Equivalent Collateral (including Cash
Collateral) stated in currencies other than the Base Currency shall be converted into
the Base Currency at the spot rate
of exchange at the relevant time in the London
interbank market for the purchase
of the Base Currency with the currency
concerned.
(E) Where at any time there is in existence any other agreement between the
Parties the
terms
of which make provision for the lending of Securities (as defined in this
Agreement) as well as other securities the terms
of this Agreement shall apply to
the lending
of such Securities to the exclusion of any other such agreement.
2. LOANS OF SECURITIES
(A) The Lender will lend Securities to the Borrower, and the Borrower will borrow
Securities from the Lender in accordance with the terms and conditions
of this
Agreement and with the Rules
PROVIDED ALWAYS THAT the Lender shall
have received from the Borrower and accepted (by whatever means) a Borrowing
Request.
(B) The Borrower has the right to reduce the amount
of Securities referred to in a
Borrowing Request
PROVIDED THAT the Borrower has notified the Lender of
such reduction no later than midday London time on the day which is two Business
Days prior to the Settlement Date unless otherwise agreed between the
Parties and
the Lender shall have accepted such reduction (by whatever means).
3. DELIVERY OF SECURITIES
The Lender shall procure the delivery of Securities to the Borrower or deliver such Securities
in accordance with the relevant Borrowing Request
TOGETHER WITH appropriate
instruments
of transfer duly stamped where necessary and such other instruments as may be
requisite to vest title thereto in the Borrower.
Such Securities shall be deemed to have been
delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct
of the
relevant instruments
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 or the operator
of such system to
hold the Securities absolutely for the Borrower, or by such other means as may be agreed.
14
(D)
(E)
2.
For
the
purposes
of
Clauses
6(H)-6(K)
and
8(C)-8(E)
of
this
Agreement
or
otherwise where a conversion into the Base Currency is required, all prices, sums
orvalues
(including
any
Value,
Oñer
Value
and
Bid
Value)
of
Secmities,
Equivalent
Securities,
Collateralor
Equivalent
Collateral
(including
Cash
Collateral) stated in currencies other than the Base Currency shall be converted into
the Base Currency at the spot rate
of
exchange at the relevant time in the London
interbankmarket
for
the
purchase
of
theBase
Currency
with
the
currency
concemed.
Where at any time there is in existence any other agreement between the Parties the
tenns
of
which make provision for the lending
of
Securities
(as
defined
in this
Agreement)
as
well
as
other securities the terms
of
this Agreement shall apply to
the lending
of
such Securities to the exclusion
of
any other such agreement.
LOANS OF SECURITIES
(A)
TheLender
will
lend Secmities to the Borrower, and the Bonower will borrow
Securities
from the Lender in
accordance
with
the
tenns
and
conditions
of
this
Agreement and with the Rules PROVIDED ALWAYS THAT
the
Lender shall
have received from the Borrower and accepted (by whatever means)
a
BonoMng
Request.
(B)
The
Bonower
hasthe
right to
reduce
theamount
of
Securitiesrefened to in
a
Bonowing Request PROVIDED THAT
the Bonower
has
notified the Lender of
such reduction no later than midday London time on the day which is two Business
Days prior to the Settlement Date unless otherwise agreed between the Panies and
the Lender shall have accepted such reduction (by whatever means).
3.
DELIVERY OF SECURITIES
The Lender shall procme the delivery
of
Securities to the Bonower or deliver such Securities
in
accordance
with
the
relevant
Bonowing
Request
TOGETHER
WITH
appropriate
instnunents
of
transfer duly stamped where necessary and such other instruments
asmay be
requisite to vest title thereto in the Bonower.
Such Securities shall be deemed to have been
delivered by the Lender to the Borrower on delivery to the Bonower or
as
it
shall direct
of
the
relevant instmments
oftransfer, or in the
case
of
Securities held by an agent or
a
clearing or
settlement system on the effective instructions to such agent or the operator
of
such system to
hold the Securities absolutely for the Borrower, or by such other means
as
may be agreed.
14