SPH Notice - UBS Group AG and its related bodies corporate

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

To: NZX Limited
and
To: EBOS Group Limited

Date this disclosure made: 30 May 2025
Date on which substantial holding began: 28 May 2025

Substantial product holder(s) giving disclosure
Full name(s): UBS Group AG and its related bodies corporate

Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for: UBS Group AG and its related bodies corporate
For this disclosure,—
(a) total number held in class: 28,177,857
(b) total in class: 203,225,074
(c) total percentage held in class: 13.87%


Details for: MultiConcept Fund Management S.A.
Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares.
For that relevant interest,—
(a) number held in class: 2,742
(b) percentage held in class: 0.0013%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: Various Custodians

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

Details for: UBS AG Australia Branch
Nature of relevant interest(s): Prime Broker that has the right to exercise its borrowing right in respect of
shares pursuant to a Prime Broking Agreement
For that relevant interest,—
(a) number held in class: 557
(b) percentage held in class: 0.003%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: UBS Nominees Pty Ltd

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

Nature of relevant interest(s): Power to control disposal over shares pursuant to stock borrowing and lending
activities
For that relevant interest,—
(a) number held in class: 51,071
(b) percentage held in class: 0.025%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: UBS Nominees Pty Ltd

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

Details for: UBS AG London Branch
Nature of relevant interest(s): Beneficial Owner
For that relevant interest,—
(a) number held in class: 106,339
(b) percentage held in class: 0.0523%
(c) current registered holder(s): Not applicable

(d) registered holder(s) once transfers are registered: Various Custodians

For a derivative relevant interest, also—
(a) type of derivative: Equity swap
(b) details of derivative: 17 cash-settled swaps on indices (0.00001% held in class)
(c) parties to the derivative: Please see Appendix B
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: UBS AG London Branch

For a derivative relevant interest, also—
(a) type of derivative: Swap on Indices
(b) details of derivative: 1,848 cash-settled swaps on indices (0.0009% held in class)
(c) parties to the derivative: Please see Appendix B
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: UBS AG London Branch

For a derivative relevant interest, also—
(a) type of derivative: Swaps on Baskets
(b) details of derivative: 40,595 Cash-settled Swaps on Baskets (0.020% held in class)
(c) parties to the derivative: Please see Appendix B
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: UBS AG London Branch

Details for: UBS Asset Management (Americas) LLC
Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 47,612
(b) percentage held in class: 0.0234%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

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

Details for: UBS Asset Management (Australia) Ltd
Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 485,068
(b) percentage held in class: 0.238%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

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


Details for: UBS Asset Management (Europe) S.A.
Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 130,217
(b) percentage held in class: 0.064%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

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


Details for: UBS Asset Management (UK) Limited
Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 39,320
(b) percentage held in class: 0.0193%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

For a derivative relevant interest, also—

(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: Not applicable


Details for: UBS Asset Management Life Limited

Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 12,814
(b) percentage held in class: 0.0063%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

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

Details for: UBS Fund Management (Switzerland) AG

Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 171,118
(b) percentage held in class: 0.08%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians


Details for: UBS Fund Management (Ireland) Ltd.

Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 41,762
(b) percentage held in class: 0.0205%
(c) current registered holder(s): Not applicable

(d) registered holder(s) once transfers are registered: Various Custodians

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

Details for: UBS Fund Management (Switzerland) AG

Nature of relevant interest(s): Fund Manager with power to exercise control over voting shares
For that relevant interest,—
(a) number held in class: 127,754
(b) percentage held in class: 0.0629%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered:
Various Custodians

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

Details for: UBS Securities Australia Ltd
Nature of relevant interest(s): Beneficial Owner
For that relevant interest,—
(a) number held in class: 40,216
(b) percentage held in class: 0.0198%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: Brispot Nominees Pty Ltd

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

interest in the derivative: Not applicable

Details for: UBS Switzerland Ltd
Nature of relevant interest(s): Power to control disposal over shares pursuant to stock borrowing and lending
activities
For that relevant interest,—
(a) number held in class: 138,630
(b) percentage held in class: 0.068%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: Various Custodians

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

Details for: UBS New Zealand Limited
Nature of relevant interest(s): Sybos Holdings Pte Limited entered into a block trade agreement (the
"Agreement") with UBS New Zealand Limited (the "Underwriter") under which Sybos Holdings Pte Limited
appointed the Underwriter to manage and underwrite the sale of 26,740,177 ordinary shares in EBOS
currently held by Sybos for NZ$35.50 per share (or NZ$949,276,283.50 in aggregate (Please see Appendix
D)

For that relevant interest,—
(a) number held in class: 26,740,177
(b) percentage held in class: 13.16%
(c) current registered holder(s): Not applicable
(d) registered holder(s) once transfers are registered: UBS New Zealand Limited

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

Details of transactions and events giving
rise to substantial holding
Details of the transactions o
r other events requiring disclosure: Please see Appendix E.
A
dditional information
Address(es) of substantial product holder(s)
Name Addresses
MultiConcept Fund
Management S.A.
5, rue Jean Monnet, Luxembourg
UBS AG Australia Branch Level 16, Chifley Tower, 2 Chifley Square, Sydney, Australia
UBS AG London Branch 5 Broadgate, London, United Kingdom
UBS Asset Management
(Americas) LLC
Corporation Service Company 251 Little Falls Drive , Wilmington,
USA, 19808
UBS Asset Management
(Australia) Ltd
Level 16, Chifley Tower, 2 Chifley Square, Sydney, Australia
UBS Asset Management
(Europe) S.A.
33A avenue J.F. Kennedy, Luxembourg
UBS Asset Management (UK)
Limited
5 Broadgate, London, United Kingdom
UBS Asset Management Life
Limited
5 Broadgate, London, United Kingdom
UBS Asset Management
Switzerland AG
Europaallee 21, 8004 Zurich
UBS Fund Management
(Ireland) Ltd.
First Floor, College Park House South Frederick Street, Dublin,
Ireland D02 VY46
UBS Fund Management
(Switzerland) AG
Aeschenvorstadt 1, Basel, Switzerland
UBS Securities Australia Ltd Level 16, Chifley Tower, 2 Chifley Square, Sydney, Australia
UBS Switzerland AG Bahnhofstrasse 45, Zürich, Switzerland
UBS Nominees Pty Ltd Level 16, Chifley Tower, 2 Chifley Square, Sydney, Australia
Brispot Nominees Pty Ltd Level 16, Chifley Tower, 2 Chifley Square, Sydney, Australia
UBS New Zealand Limited Level 27, 188 Quay Street, Auckland, New Zealand
C
ontact details: Florian Naef
Tel: +852 3712 4687
Email: mailto:florian-p.naef@ubs.com

N
ature of connection between substantial product holders:
MultiConcept Fund Management S.A. : Related body corporate
UBS AG Australia Branch: Related body corporate

UBS AG London Branch: Related body corporate
UBS Asset Management (Americas) LLC: Related body corporate
UBS Asset Management (Australia) Ltd: Related body corporate
UBS Asset Management (UK) Limited: Related body corporate
UBS Asset Management Life Limited: Related body corporate
UBS Asset Management Switzerland AG: Related body corporate
UBS Fund Management (Ireland) Ltd. : Related body corporate
UBS Fund Management (Switzerland) AG: Related body corporate
UBS Securities Australia Ltd: Related body corporate
UBS Switzerland AG: Related body corporate
UBS Nominees Pty Ltd: Related body corporate
Brispot Nominees Pty Ltd: Related body corporate
UBS New Zealand Limited: Related body corporate


Name of any other person believed to have given, or believed to be required to give, a disclosure under the
Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Not
applicable

Certification
We, certify that, to the best of our knowledge and belief, the information contained in this disclosure is correct
and that we are duly authorised to make this disclosure by all persons for whom it is made

SIGNATURE


Print Name:


Florian Naef

Capacity:

Authorised signatory

Sign Here:



Date:

30 May 2025

Print Name:


Dominic Eichrodt

Capacity:

Authorised signatory


Sign Here:




Date:

30 May 2025

Appendix A
The information in this appendix is based on the relevant standard UBS agreement.
A copy of the agreement is available to the company, or responsible entity to whom the prescribed form must be given, or to ASIC, upon request.
Holder of relevant interest UBS Securities Australia Ltd
Type of agreement Securities Lending Agreement
Parties to agreement (i) UBS AG, Australia Branch
(“UBS AG”)/ UBS Securities
Australia Limited
(ii) Client (Please refer to Appendix
A-1.)
Transfer date Please refer to Appendix A-1.
Holder of voting rights UBS AG/ UBS Securities Australia
Limited
Are there any restrictions on
voting rights?
Please refer to the details below.
If yes, detail Since all right and title in the
securities passes to the transferee
(i.e. UBS AG/ UBS Securities
Australia Limited), the transferee
has the right to vote. However, in
certain circumstances, the
transferee may seek to arrange for
voting rights to be exercised in
accordance with the instructions of
the transferor (i.e. Client).
Scheduled return date (if any) None, subject to the terms of the
relevant loan.
Does the borrower have the right
to return early?
Yes.
If yes, detail The borrower (i.e. UBS AG/ UBS
Securities Australia Limited) has
the right to return at its discretion.
Does the lender have the right to
recall early?
Yes.
If yes, detail The lender (i.e. Client) can recall at
its request subject to compliance
with margin requirements and the
terms of the relevant loan.
Will the securities be returned on
settlement?
Yes.
If yes, detail any exceptions None.

Appendix A-1
Securities Lending Agreement - UBS AG, Australia Branch/ UBS Securities Australia Limited

Parties to agreement Transfer date
BNP Paribas Securities Services Australia Branch (i) 26 May 2025

Appendix B - For a derivative relevant interest
CurrencySettlement Type
Expiry date
of Derivative (B)
Prices Specified in the
terms of the derivative
(if any)
Parties to the Derivative (C)
Swaps on Indices
7,179
*
Not Applicable
Cash
4-Aug-25
Not ApplicableNot Applicable
Swaps on Indices
6,930
*
Not Applicable
Cash
3-Sep-25
Not ApplicableNot Applicable
Swaps on Indices
950
*
Not Applicable
Cash
3-Sep-25
Not ApplicableNot Applicable
Swaps on Indices
1,307
*
Not Applicable
Cash
12-Sep-25
Not ApplicableNot Applicable
Swaps on Indices
2,104
*
Not Applicable
Cash
12-Sep-25
Not ApplicableNot Applicable
Swaps on Indices
203,759
*
Not Applicable
Cash
25-Nov-25
Not ApplicableNot Applicable
Swaps on Baskets
211,345
NZD
Cash
31-Oct-25
35.18Not Applicable
Swaps on Baskets
43,024
NZD
Cash
31-Oct-25
35.66Not Applicable
Swaps on Baskets
30,710
NZD
Cash
15-Dec-25
35.95Not Applicable
Swaps on Baskets
58,820
NZD
Cash
07-Apr-26
35.95Not Applicable
Swaps on Baskets
1,807
NZD
Cash
29-Apr-26
36.38Not Applicable
Swaps on Baskets
57,392
NZD
Cash
28-Aug-26
38.29Not Applicable
Swaps on Baskets
506,698
NZD
Cash
28-Aug-26
38.58Not Applicable
Swaps on Baskets
10,237
NZD
Cash
29-Jan-2735.63
Not Applicable
Swaps on Baskets
86,859
NZD
Cash
29-Jan-2735.63
Not Applicable
Swaps on Baskets
6,157
NZD
Cash
29-Jan-2735.63
Not Applicable
Swaps on Baskets
148
NZD
Cash
26-Feb-2734.20
Not Applicable
Swaps on Baskets
35,373
NZD
Cash
31-Aug-2738.28
Not Applicable
Swaps on Baskets
203,796
NZD
Cash
13-Sep-2735.66
Not Applicable
Swaps on Baskets
97,295
NZD
Cash
17-Sep-2735.66
Not Applicable
Swaps on Baskets
136,158
NZD
Cash
01-Oct-2738.67
Not Applicable
Equity Swaps
10,000
*
Not Applicable
Cash
24-Mar-27
Not ApplicableNot Applicable
* Notional value refer to the position quantity
.
Currency/Price is not available.
UBS AG London Branch
Details for Type of Derivative (A)
Details of Derivative (C)
Notional value
of the Derivative

(Multicurrency — Cross Border)
ISDA
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of ............................................
............................................................... and ......................................................................
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will
be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents
and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those
Transactions.
Accordingly, the parties agree as follows: —
1.Interpretation
(a)Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.
(b)Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the
other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency
between the provisions of any Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.
(c)Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred to as
this “Agreement”), and the parties would not otherwise enter into any Transactions.
2.Obligations
(a)General Conditions.
(i) Each party will make each payment or delivery specified in each Confirmation to be made by
it, subject to the other provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place
of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in
freely transferable funds and in the manner customary for payments in the required currency. Where
settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on
the due date in the manner customary for the relevant obligation unless otherwise specified in the
relevant Confirmation or elsewhere in this Agreement.
(iii)Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent
that no Event of Default or Potential Event of Default with respect to the other party has occurred
and is continuing, (2) the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3) each other applicable
condition precedent specified in this Agreement.
Copyright

1992 by International Swap Dealers Association, Inc.
UBS AG

(b)Change of Account. Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment
or delivery to which such change applies unless such other party gives timely notice of a reasonable objection
to such change.
(c)Netting. If on any date amounts would otherwise be payable:—
(i) in the same currency; and
(ii)in respect of the same Transaction,
by each party to the other, then, on such date, each party’s obligation to make payment of any such amount
will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been
payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount will be determined in respect
of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of
whether such amounts are payable in respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions
identified as being subject to the election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date). This election may be made
separately for different groups of Transactions and will apply separately to each pairing of Offices through
which the parties make and receive payments or deliveries.
(d) Deduction or Withholding for Tax.
(i)Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required by any
applicable law, as modified by the practice of any relevant governmental revenue authority, then in
effect. If a party is so required to deduct or withhold, then that party (“X”) will:—
(1)promptly notify the other party (“Y”) of such requirement;
(2)pay to the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any additional amount
paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such amount has been assessed
against Y;
(3)promptly forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities; and
(4)if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is
otherwise entitled under this Agreement, such additional amount as is necessary to ensure that
the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed
against X or Y) will equal the full amount Y would have received had no such deduction or
withholding been required. However, X will not be required to pay any additional amount to
Y to the extent that it would not be required to be paid but for:—
(A)the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or
(B)the failure of a representation made by Y pursuant to Section 3(f) to be accurate and
true unless such failure would not have occurred but for (I) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the date on which a
Transaction is entered into (regardless of whether such action is taken or brought with
respect to a party to this Agreement) or (II) a Change in Tax Law.
2 ISDA 1992

(ii)Liability. If: —
(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of which X
would not be required to pay an additional amount to Y under Section 2(d)(i)(4);
(2)X does not so deduct or withhold; and
(3)a liability resulting from such Tax is assessed directly against X,
then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y
will promptly pay to X the amount of such liability (including any related liability for interest, but
including any related liability for penalties only if Y has failed to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e)Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on demand in the same currency
as such overdue amount, for the period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of
daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of
any obligation required to be settled by delivery, it will compensate the other party on demand if and to the
extent provided for in the relevant Confirmation or elsewhere in this Agreement.
3.Representations
Each party represents to the other party (which representations will be deemed to be repeated by each party
on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at
all times until the termination of this Agreement) that:—
(a)Basic Representations.
(i)Status. It is duly organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good standing;
(ii)Powers. It has the power to execute this Agreement and any other documentation relating to
this Agreement to which it is a party, to deliver this Agreement and any other documentation relating
to this Agreement that it is required by this Agreement to deliver and to perform its obligations
under this Agreement and any obligations it has under any Credit Support Document to which it is
a party and has taken all necessary action to authorise such execution, delivery and performance;
(iii)No Violation or Conflict. Such execution, delivery and performance do not violate or conflict
with any law applicable to it, any provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;
(iv)Consents. All governmental and other consents that are required to have been obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party have been
obtained and are in full force and effect and all conditions of any such consents have been complied
with; and
(v)Obligations Binding. Its obligations under this Agreement and any Credit Support Document
to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).
proceeding in equity or at law)).

3

ISDA 1992

(b)Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance would
occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support
Document to which it is a party.
(c)Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body,
agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of
this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations
under this Agreement or such Credit Support Document.
(d)Accuracy of Specified Information. All applicable information that is furnished in writing by or on
behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of
the date of the information, true, accurate and complete in every material respect.
(e)Payer Tax Representation. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(e) is accurate and true.
(f)Payee Tax Representations. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(f) is accurate and true.
4.Agreements
Each party agrees with the other that, so long as either party has or may have any obligation under this
Agreement or under any Credit Support Document to which it is a party:—
(a)Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—
(i) any forms, documents or certificates relating to taxation specified in the Schedule or any
Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation; and
(iii) upon reasonable demand by such other party, any form or document that may be required or
reasonably requested in writing in order to allow such other party or its Credit Support Provider to
make a payment under this Agreement or any applicable Credit Support Document without any
deduction or withholding for or on account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission of such form or document would
not materially prejudice the legal or commercial position of the party in receipt of such demand),
with any such form or document to be accurate and completed in a manner reasonably satisfactory
to such other party and to be executed and to be delivered with any reasonably required certification,
in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as
reasonably practicable.
(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all
consents of any governmental or other authority that are required to be obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain
any that may become necessary in the future.
(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to
which it may be subject if failure so to comply would materially impair its ability to perform its obligations
under this Agreement or any Credit Support Document to which it is a party.
(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f)
to be accurate and true promptly upon learning of such failure.
(e)Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

4ISDA 1992

organised, managed and controlled, or considered to have its seat, or in which a branch or office through
which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify
the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s
execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp
Tax Jurisdiction with respect to the other party.
5. Events of Default and Termination Events
(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any of the following events constitutes
an event of default (an “Event of Default”) with respect to such party:—
(i)Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this
Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not
remedied on or before the third Local Business Day after notice of such failure is given to the party;
(ii)Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation
under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance
with this Agreement if such failure is not remedied on or before the thirtieth day after notice of
such failure is given to the party;
(iii)Credit Support Default.
(1) Failure by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in accordance
with any Credit Support Document if such failure is continuing after any applicable grace
period has elapsed;
(2) the expiration or termination of such Credit Support Document or the failing or ceasing
of such Credit Support Document to be in full force and effect for the purpose of this Agreement
(in either case other than in accordance with its terms) prior to the satisfaction of all obligations
of such party under each Transaction to which such Credit Support Document relates without
the written consent of the other party; or
(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in
whole or in part, or challenges the validity of, such Credit Support Document;
(iv)Misrepresentation. A representation (other than a representation under Section 3(e) or (f))
made or repeated or deemed to have been made or repeated by the party or any Credit Support
Provider of such party in this Agreement or any Credit Support Document proves to have been
incorrect or misleading in any material respect when made or repeated or deemed to have been made
or repeated;
(v)Default under Specified Transaction. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after
giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination
of, a Specified Transaction (or such default continues for at least three Local Business Days if there
is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf);
(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar condition or event (however

5
ISDA 1992

described) in respect of such party, any Credit Support Provider of such party or any applicable
Specified Entity of such party under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than
the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due and payable under
such agreements or instruments, before it would otherwise have been due and payable or (2) a default
by such party, such Credit Support Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an aggregate amount of not less than the
applicable Threshold Amount under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);
(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party: —
(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes
insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay
its debts as they become due; (3) makes a general assignment, arrangement or composition
with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (A) results in a judgment of insolvency or
bankruptcy or the entry of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days
of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially all its assets or has
a distress, execution, attachment, sequestration or other legal process levied, enforced or sued
on or against all or substantially all its assets and such secured party maintains possession, or
any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which, under the applicable
laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1)
to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts; or
(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets
to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: —
(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party
or such Credit Support Provider under this Agreement or any Credit Support Document to
which it or its predecessor was a party by operation of law or pursuant to an agreement
reasonably satisfactory to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to extend (without the consent of the
other party) to the performance by such resulting, surviving or transferee entity of its
obligations under this Agreement.
(b)Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any event specified below constitutes
an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax
Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

6 ISDA 1992

(i)Illegality. Due to the adoption of, or any change in, any applicable law after the date on which
a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by
any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after
such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for
such party (which will be the Affected Party): —
(1) to perform any absolute or contingent obligation to make a payment or delivery or to
receive a payment or delivery in respect of such Transaction or to comply with any other
material provision of this Agreement relating to such Transaction; or
(2) to perform, or for any Credit Support Provider of such party to perform, any contingent
or other obligation which the party (or such Credit Support Provider) has under any Credit
Support Document relating to such Transaction;
(ii)Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law,
the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on
the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to
be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under
Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));
(iii)Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled
Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable
Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount has been deducted or withheld for or on account of
any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party
consolidating or amalgamating with, or merging with or into, or transferring all or substantially all
its assets to, another entity (which will be the Affected Party) where such action does not constitute
an event described in Section 5(a)(viii);
(iv)Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying
to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such
Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or
(v)Additional Termination Event. If any “Additional Termination Event” is specified in the
Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the
Affected Party or Affected Parties shall be as specified for such Additional Termination Event in
the Schedule or such Confirmation).
7 ISDA 1992
Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:—
(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or
give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not
constitute an Event of Default.

6.Early Termination
(a)Right to Terminate Following Event of Default. If at any time an Event of Default with respect to
a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting
Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of
all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the
occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
analogous thereto, (8).
(b)Right to Terminate Following Termination Event.
(i)Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of
it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction
and will also give such other information about that Termination Event as the other party may reasonably
require.
(ii)Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the
Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate
an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require
such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after
it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of
the Affected Transactions to another of its Offices or Affiliates so that such Termination Event
ceases to exist.
If the Affected Party is not able to make such a transfer it will give notice to the other party to that
effect within such 20 day period, whereupon the other party may effect such a transfer within
30 days after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the
prior written consent of the other party, which consent will not be withheld if such other party’s
policies in effect at such time would permit it to enter into transactions with the transferee on the
terms proposed.
(iii)Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days
after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.
(iv) Right to Terminate. If: —
(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may
be, has not been effected with respect to all Affected Transactions within 30 days after an
Affected Party gives notice under Section 6(b)(i); or
(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not
the Affected Party,
either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger,
any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more
than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event
Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not
more than 20 days notice to the other party and provided that the relevant Termination Event is then

8
ISDA 1992

continuing, designate a day not earlier than the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions.
(c)Effect of Designation.
(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early
Termination Date will occur on the date so designated, whether or not the relevant Event of Default
or Termination Event is then continuing.
(ii)Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will
be required to be made, but without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).
(d)Calculations.
(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e)
and will provide to the other party a statement (1) showing, in reasonable detail, such calculations
(including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in determining a Market Quotation, the records of
the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.
(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date
under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the
case of an Early Termination Date which is designated or occurs as a result of an Event of Default)
and on the day which is two Local Business Days after the day on which notice of the amount payable
is effective (in the case of an Early Termination Date which is designated as a result of a Termination
Event). Such amount will be paid together with (to the extent permitted under applicable law)
interest thereon (before as well as after judgment) in the Termination Currency, from (and including)
the relevant Early Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual
number of days elapsed.
(e)Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation”
or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation”
or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off.
(i) Events of Default. If the Early Termination Date results from an Event of Default: —
(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the
Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the
sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the
Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing
to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party.
(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay
to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect
of this Agreement.
(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply,
an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

9
ISDA 1992

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is
a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.
(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable
equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.
(ii)Termination Events. If the Early Termination Date results from a Termination Event: —
(1) One Affected Party. If there is one Affected Party, the amount payable will be determined
in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party and the party which is not the
Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being
terminated, Loss shall be calculated in respect of all Terminated Transactions.
(2) Two Affected Parties. If there are two Affected Parties: —
(A) if Market Quotation applies, each party will determine a Settlement Amount in
respect of the Terminated Transactions, and an amount will be payable equal to (I) the
sum of (a) one-half of the difference between the Settlement Amount of the party with
the higher Settlement Amount (“X”) and the Settlement Amount of the party with the
lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the
Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and
(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or,
if fewer than all the Transactions are being terminated, in respect of all Terminated
Transactions) and an amount will be payable equal to one-half of the difference between
the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower
Loss (“Y”).
If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X
will pay the absolute value of that amount to Y.
(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined under
this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to
reflect any payments or deliveries made by one party to the other under this Agreement (and retained
by such other party) during the period from the relevant Early Termination Date to the date for
payment determined under Section 6(d)(ii).
(iv)Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under
this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for
the loss of bargain and the loss of protection against future risks and except as otherwise provided
in this Agreement neither party will be entitled to recover any additional damages as a consequence
of such losses.

10 ISDA 1992

7.Transfer
Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either party without the prior written consent
of the other party, except that: —
(a)a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement); and
(b)a party may make such a transfer of all or any part of its interest in any amount payable to it from
a Defaulting Party under Section 6(e).
Any purported transfer that is not in compliance with this Section will be void.
8.Contractual Currency
(a)Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent
permitted by applicable law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency other than the Contractual
Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed,
acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement.
If for any reason the amount in the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to
the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency
as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency
so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party
receiving the payment will refund promptly the amount of such excess.
(b)Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect
of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described
in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such
party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such party as a consequence of
sums paid in such other currency and will refund promptly to the other party any excess of the Contractual
Currency received by such party as a consequence of sums paid in such other currency if such shortfall or
such excess arises or results from any variation between the rate of exchange at which the Contractual
Currency is converted into the currency of the judgment or order for the purposes of such judgment or order
and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the Contractual Currency with
the amount of the currency of the judgment or order actually received by such party. The term “rate of
exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.
(c)Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be enforceable as
separate and independent causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained or claim or proof being
made for any other sums payable in respect of this Agreement.
(d)Evidence of Loss. For tbe purpose of this Section 8, it will be sufficient for a party to demonstrate
that it would have suffered a loss had an actual exchange or purchase been made.

11 ISDA 1992

9.Miscellaneous
(a)Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties
with respect to its subject matter and supersedes all oral communication and prior writings with respect
thereto.
(b)Amendments. No amendment, modification or waiver in respect of this Agreement will be effective
unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
(c)Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the
parties under this Agreement will survive the termination of any Transaction.
(d)Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies
and privileges provided by law.
(e)Counterparts and Confirmations.
(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which will be
deemed an original.
(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment
they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as
soon as practicable and may he executed and delivered in counterparts (including by facsimile
transmission) or be created by an exchange of telexes or by an exchange of electronic messages on
an electronic messaging system, which in each case will be sufficient for all purposes to evidence
a binding supplement to this Agreement. The parties will specify therein or through another effective
means that any such counterpart, telex or electronic message constitutes a Confirmation.
(f)No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power
or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege.
(g)Headings. The headings used in this Agreement are for convenience of reference only and are not
to affect the construction of or to be taken into consideration in interpreting this Agreement.
10.Offices; Multibranch Parties
(a)If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction
through an Office other than its head or home office represents to the other party that, notwithstanding the
place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such
party are the same as if it had entered into the Transaction through its head or home office. This representation
will be deemed to be repeated by such party on each date on which a Transaction is entered into.
(b)Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.
(c)If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make
and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the
Office through which it makes and receives payments or deliveries with respect to a Transaction will be
specified in the relevant Confirmation.
11.Expenses
A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by
reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

12 ISDA 1992

to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including,
but not limited to, costs of collection.
12.Notices
(a)Effectiveness. Any notice or other communication in respect of this Agreement may be given in any
manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the address or number or in accordance with
the electronic messaging system details provided (see the Schedule) and will be deemed effective as
indicated:—
(i)if in writing and delivered in person or by courier, on the date it is delivered;
(ii)if sent by telex, on the date the recipient’s answerback is received;
(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible
employee of the recipient in legible form (it being agreed that the burden of proving receipt will be
on the sender and will not be met by a transmission report generated by the sender’s facsimile
machine);
(iv)if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt
requested), on the date that mail is delivered or its delivery is attempted; or
(v)if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business
Day or that communication is delivered (or attempted) or received, as applicable, after the close of business
on a Local Business Day, in which case that communication shall be deemed given and effective on the first
following day that is a Local Business Day.
(b)Change of Addresses. Either party may by notice to the other change the address, telex or facsimile
number or electronic messaging system details at which notices or other communications are to be given to
it.
13.Governing Law and Jurisdiction
(a)Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.
(b)Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—
(i)submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed
by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the
United States District Court located in the Borough of Manhattan in New York City, if this
Agreement is expressed to be governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such Proceedings, that
such court does not have any jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction
(outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined
in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.
(c)Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite
its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

13 ISDA 1992

reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party
and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably
consent to service of process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other manner permitted by law.
(d)Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable
law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity
on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief
by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets
(whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any
Proceedings.
14.Definitions
As used in this Agreement:—
“Additional Termination Event” has the meaning specified in Section 5(b).
“Affected Party” has the meaning specified in Section 5(b).
“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax
Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event
and (b) with respect to any other Termination Event, all Transactions.
“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, “control” of any entity or person means
ownership of a majority of the voting power of the entity or person.
“Applicable Rate” means:—
(a)in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii))
by a Defaulting Party, the Default Rate;
(b)in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date
(determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;
(c)in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and
(d)in all other cases, the Termination Rate.
“Burdened Party” has the meaning specified in Section 5(b).
“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.
“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent.
“Credit Event Upon Merger” has the meaning specified in Section 5(b).
“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.
“Credit Support Provider” has the meaning specified in the Schedule.
“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to
the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

14ISDA 1992

“Defaulting Party” has the meaning specified in Section 6(a).
“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).
“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.
“Illegality” has the meaning specified in Section 5(b).
“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment
under this Agreement but for a present or former connection between the jurisdiction of the government or
taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or related person being or having
been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a
trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of
business in such jurisdiction, but excluding a connection arising solely from such recipient or related person
having executed, delivered, performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).
“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of
any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.
“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified,
as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated
by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account
is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in
relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the
city specified in the address for notice provided by the recipient and, in the case of a notice contemplated
by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.
“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and
a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement
or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery
required to have been made (assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant
markets.
“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference Market-makers. Each
quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number)
or by such party (expressed as a positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the obligations of such party) and the
quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would
have the effect of preserving for such party the economic equivalent of any payment or delivery (whether
the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable
condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group
of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

15 ISDA 1992

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or
group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to be included. The Replacement
Transaction would be subject to such documentation as such party and the Reference Market-maker may, in
good faith, agree. The party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time
(without regard to different time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the Market Quotation will be the
arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same
highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations
are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group
of Terminated Transactions cannot be determined.
“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost)
to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.
“Non-defaulting Party” has the meaning specified in Section 6(a).
“Office” means a branch or office of a party, which may be such party’s head or home office.
“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default.
“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same
city.
“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through
which the party is acting for purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment is made.
“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i)
with respect to a Transaction.
“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right
or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under
this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such
payer.
“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of: —
(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined;
and
(b)such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for
each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making the determination) produce a
commercially reasonable result.
“Specified Entity” has the meanings specified in the Schedule.

16 ISDA 1992

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.
“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or
any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is
a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any option with respect to any of these
transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.
“Stamp Tax” means any stamp, registration, documentation or similar tax.
“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including
interest, penalties and additions thereto) that is imposed by any government or other taxing authority in
respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.
“Tax Event” has the meaning specified in Section 5(b).
“Tax Event Upon Merger” has the meaning specified in Section 5(b).
“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions
(in either case) in effect immediately before the effectiveness of the notice designating that Early Termination
Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).
“Termination Currency” has the meaning specified in the Schedule.
“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other
than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined
by the party making the relevant determination as being required to purchase such amount of such Other
Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case
may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such
Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign
exchange agent is located) on such date as would be customary for the determination of such a rate for the
purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The
foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the parties.
“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination Event.
“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or
evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such
amounts.
“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of
(a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination
Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for
Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date
and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

17 ISDA 1992

value of that which was (or would have been) required to be delivered as of the originally scheduled date
for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency
of such amounts, from (and including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged,
it shall be the average of the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.

18 ISDA 1992
.............................................................................
.........................................................................
(Name of Party)
(Name of Party)
By: ......................................................................By: .................................................................
Name:Name:
Title:Title:
Date:Date:
By: .....................................................................By: .................................................................
Name:Name:
Title:Title:
Date:Date:
UBS AG

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS
19
SCHEDULE
to the
Master Agreement
dated as of ________________
between
UBS AG
("Party A")
a bank organised under the laws of
Switzerland
And [ ]
("Party B")
a corporation/partnership/national banking
association/etc. organised under the laws of [ ]
Part 1
Termination Provisions
(a)"Specified Entity" means:
(i)in relation to Party A for the purpose of:
Section 5(a)(v) of this Agreement, [ ],
Section 5(a)(vi) of this Agreement, [ ],
Section 5(a)(vii) of this Agreement, [ ],
Section 5(b)(iv) of this Agreement, [ ]; and
(ii)in relation to Party B for the purpose of:
Section 5(a)(v) of this Agreement, [ ],
Section 5(a)(vi) of this Agreement, [ ],
Section 5(a)(vii) of this Agreement, [ ],
Section 5(b)(iv) of this Agreement, [ ].
(b)Specified Transaction will not have the meaning specified in Section 14 of this Agreement and instead
means, (a) any transaction (including an agreement with respect to any such transaction) now existing or
hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or
any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support
Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction
under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit
protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities
lending transaction, weather index transaction, precious metal transaction, letters of credit reimbursement
obligation, indebtedness for borrowed money (whether or not evidenced by a note or similar instrument) and
any amounts payable under any prime brokerage or centrally cleared derivative agreements, or forward
purchase or sale of a security, commodity or other financial instrument or interest (including any option with
respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction
referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the
financial markets (including terms and conditions incorporated by reference in such agreement) and which is
a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity
securities or other equity instruments, debt securities or other debt instruments, economic indices or measures
of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any
combination of these transactions and (c) any other transaction identified as a Specified Transaction in this
Agreement or the relevant confirmation.
(c)The Cross Default provisions of Section 5(a)(vi) of this Agreement, as modified below, will apply to Party A
and to Party B. Section 5(a)(vi) of this Agreement is hereby amended by the addition of the following at the
end thereof:

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS



20

"provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1)
or (2) above if, as demonstrated to the reasonable satisfaction of the other party, (a) the event or condition
referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error or omission of
an administrative or operational nature; and (b) funds were available to such party to enable it to make the
relevant payment when due; and (c) such relevant payment is made within three Business Days following
receipt of written notice from an interested party of such failure to pay."

"Specified Indebtedness" means any obligation (whether present or future, contingent or otherwise as
principal or surety or otherwise) for the payment or repayment of any money.

"Threshold Amount" means:

(i) in relation to Party A: an amount equal to [ ]% of shareholder’s equity (howsoever described) of
Party A as shown on the most recent annual audited financial statements of Party A; and

(ii) in relation to Party B, or any Credit Support Provider or Specified Entity of Party B: an amount equal
to [ ]% of Net Asset Value (as defined in Part 5 below) of Party B, or the relevant Credit Support
Provider or Specified Entity of Party B.

(d) The Credit Event Upon Merger provisions of Section 5(b)(iv) of this Agreement do not apply to either party

(e) The Automatic Early Termination provision of Section 6(a) of this Agreement will apply to Party A and will
[not] apply to Party B.

(f) Payments on Early Termination for the purpose of Section 6(e) of this Agreement: (i) Loss shall apply;
and (ii) the Second Method shall apply.

(g) "Termination Currency" means one of the currencies in which payments are required to be made pursuant
to a Confirmation in respect of a Terminated Transaction selected by the Non-defaulting Party or the non-
Affected Party, as the case may be, or, in the circumstances where there are two Affected Parties, as agreed
between the parties or, failing such agreement as aforesaid, or if the currency so selected is not freely
available, the Termination Currency shall be USD Dollars.

(h) Additional Termination Event will apply. The following shall constitute Additional Termination Events. Upon
the occurrence of any one of the events or circumstances specified below, Party B shall be the Affected Party
and all Transactions shall be Affected Transactions:

[ ]

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS



21
Part 2
Tax Representations

(a) Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B each
makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue
authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by
it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of
any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, PROVIDED
THAT it shall not be a breach of this representation where reliance is placed on sub-clause (ii) above and the
other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its
legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make
no representations.

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS



22
Part 3
Agreement to Deliver Documents

For the purposes of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to supply the following
documents:

(a) Tax forms, documents or certificates to be delivered are:

Each party agrees to complete, accurately and in a manner reasonably satisfactory to the other party (or any
Specified Entity of the other party), and to execute, arrange for any required certification of, and deliver to
the other party (or such Specified Entity) (or to such government or taxing authority as the other party (or
such Specified Entity) reasonably directs), any form or document that may be required or reasonably
requested in order to allow the other party (or such Specified Entity) to make a payment under this Agreement
(or a Credit Support Document of the other party or a Specified Entity thereof) without any deduction or
withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly
upon the earlier of (i) reasonable demand by the other party (or such Specified Entity) and (ii) learning that
the form or document is required.

(b) Other documents to be delivered are:

PARTY REQUIRED
TO DELIVER
DOCUMENT:
FORM/DOCUMENT/
CERTIFICATE:
DATE BY WHICH
TO BE DELIVERED:
COVERED BY SECTION
3(D) REPRESENTATION:

Party A and Party B Evidence of the authority
and true signatures of
each official or
representative signing this
Agreement or, as the case
may be, a Confirmation,
on its behalf.

On or before execution of
this Agreement and each
Confirmation forming a
part of this Agreement.
Yes
Party B Copy of the resolution of
Party B’s Board of
Directors (or equivalent
authorising
documentation)
authorising the execution
and delivery of this
Agreement and each
Confirmation and
performance of its
obligations hereunder.

On or before execution of
this Agreement.
Yes
Party B Copies of Memorandum
and Articles of Association
of Party B, and Certificate
of Incorporation (or
equivalent constitutive
documents).

On or before execution of
this Agreement.
Yes
Party B

Annual Audited
Financial Statements

As soon as practicable but
in any event within [ ] days
of the end of each
financial year

Yes
Party B Semi-annual unaudited
financial statements.
As soon as practicable but
in any event within [ ] days
of the end of each
financial mid-year
Yes

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS



23

Party B Letter of Process Agent of
Party B confirming
acceptance of
appointment.

On or before execution of
this Agreement.
Yes


Party B Net Asset Value and Net
Asset Value per Share to
be provided by an
independent third party

Within [ ] days of the last
Local Business Day in each
calendar month
Yes
Party B Any other information
which Party A may
reasonably request from
Party B from time to time

Upon request of Party A Yes

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24
Part 4
Miscellaneous

(a) Address for Notices. For the purpose of Section 12(a) of this Agreement:
Address for notices or communications to Party A shall, with respect to a particular Transaction, be sent to
the address, telex number or facsimile number specified in the Confirmation for the relevant Transaction,
and any notice for the purposes of Sections 5 or 6 of this Agreement shall be sent to the address, telex
number or facsimile specified below:

Address: UBS AG, Hong Kong Branch,
52/F, Two International Finance Centre, Central, Hong Kong
Attention: Legal Department
Telephone: +852 3712 2282


With a copy to:

Address: UBS AG, London Branch
5 Broadgate, London EC2M 2QS
Attention: Legal Department
Copy to email: ol-notices-admin@ubs.com
Telephone: +44 20 7567 8000

Address for notices or communications to Party B shall be sent to the address, telex number or facsimile
number specified below:

Address:
Attention:
Telephone:
Electronic Messaging Details:

(b) Process Agent. For the purpose of Section 13(c) of this Agreement: In respect of Party A: Not applicable.
In respect of Party B, Party B appoints as its Process Agent:

(c) Offices. The provisions of Section 10(a) of this Agreement will apply to Party A and Party B.

(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:

(i) Party A is a Multibranch Party and may act through its branches in any of the following territories or
countries:
Australia, England and Wales, Hong Kong, Singapore, and Switzerland.
(ii) Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation
to the relevant Transaction.

(f) Credit Support Document. Details of any Credit Support Document in relation to Party A and Party B: not
applicable.

(g) Credit Support Provider. Credit Support Provider means in relation to Party A and Party B: not applicable.

(h) Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with
it or with the subject matter of this contract shall be governed by, and construed in accordance with, English
law.

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25

(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply, except for the following
groups of Transactions which shall be treated separately: (1) FX Transactions (including FX Transactions
resulting from the exercise of Currency Option Transactions), (2) premium payable under Currency Option
Transactions (each of (1) and (2) as defined in the 1998 FX and Currency Option Definitions) and (3)
Commodity Transactions (as defined in the 2005 ISDA Commodity Definitions), in which case subparagraph
(ii) of Section 2(c) of this Agreement will not apply.

(j) Affiliate . will have the meaning specified in Section 14 of this Agreement.

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26
Part 5
Other Provisions

(a) Set-off. Without affecting the provisions of the Agreement requiring the calculation of certain net payment
amounts, all payments under this Agreement will be made without set-off or counterclaim; provided,
however, that upon the designation of an Early Termination Date following an Event of Default, or a
Termination Event under Section 5(b)(iv) or Section 5(b)(v), in addition to and not in limitation of any other
right or remedy (including any right to set off, counterclaim, or otherwise withhold payment or any recourse
to any Credit Support Document) under applicable law the Non-defaulting Party or non-Affected Party (in
either case, “X”) may without prior notice to any person set off any sum or obligation (whether or not arising
under this Agreement and whether matured or unmatured, whether or not contingent and irrespective of
the currency, place of payment or booking office of the sum or obligation) owed by the Defaulting Party or
Affected Party (in either case, “Y”) to X or any Affiliate of X against any sum or obligation (whether or not
arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective
of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X
to Y and, for this purpose, may convert one currency into another at a market rate determined by X. If any
sum or obligation is unascertained, X may in good faith estimate that sum or obligation and set-off in respect
of that estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or
obligation is ascertained. Nothing in this Agreement shall create or be deemed to create any charge under
English law.
(b) Representations. Section 3(a) of this Agreement is hereby amended by the deletion of "and" at the end
of Section 3(a)(iv); the substitution of a comma for the period at the end of Section 3(a)(v) and the addition
of Section 3(a)(vi) as follows:

"(vi) No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent
or in any other capacity, fiduciary or otherwise).”

(c) Waiver Of Jury Trial. Each party hereby irrevocably waives any and all right to trial by jury in any suit, action
or proceeding arising out of or relating to this agreement or any transaction and acknowledges that this
waiver is a material inducement to the other party's entering into this agreement.

(d) Consent to Recording. Each party (i) consents to the recording of all telephone conversations between
trading, operations and marketing personnel of the parties and their Affiliates in connection with this
Agreement or any potential Transaction; (ii) agrees to give notice to such personnel of it and its Affiliates that
their calls will be recorded; and (iii) agrees that in any Proceedings, it will not object to the introduction of
such recordings in evidence on the ground that consent was not properly given.

(e) Scope of Agreement. Upon the effectiveness of this Agreement and unless the parties to this Agreement
otherwise agree in writing, by specific reference to this Agreement, that this provision does not apply, all
Derivative Transactions (as defined below) then outstanding, or which may be entered into thereafter,
between the parties, including Transactions entered into by the parties through Offices, if any, listed in Part
4(d), are deemed to be Transactions governed by this Agreement and any confirmation or other confirming
evidence of the Transaction is deemed to be a Confirmation.

"Derivative Transaction" means any transaction (including an agreement with respect thereto) which is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-
currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default
swap, credit default option, total return swap, credit spread transaction, weather index transaction,
bullion/precious metal transaction, base metal transaction, or forward purchase or sale of a security,
commodity or other financial instrument or interest, or any other similar transaction (including any option
with respect to any of these transactions) and any combination of these transactions.

(f) ISDA Definitions. (i) The provisions of the 1998 FX and Currency Option Definitions (as published by the
International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and the
Foreign Exchange Committee) (the “1998 FX Definitions”) are hereby incorporated in their entirety and shall
apply to any FX Transaction or Currency Option Transaction as defined in Section 1.12 and Section 1.5,

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27
respectively, of Article 1 of the 1998 FX Definitions (each an “FX Transaction” or “Currency Option
Transaction”, respectively) entered into by the parties hereto (unless, in relation to a particular FX Transaction
or Currency Option Transaction, as otherwise specified in the relevant Confirmation); and

(ii) The provisions of the 2005 ISDA Commodity Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the “Commodity Definitions”) are hereby incorporated in their entirety and shall
apply to any Transaction as defined in Section 1.1 of Article 1 of the Commodity Definitions (each a
“Commodity Transaction”) entered into by the parties hereto (unless, in relation to a particular Commodity
Transaction, as otherwise specified in the relevant Confirmation).

(g) Relationship between the Parties.
This Agreement is hereby amended by the addition of a new Section 15 as follows:

“15. Relationship between the Parties.
Each party will be deemed to represent to the other party on the date on which it enters into a
Transaction (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):

(i) Non Reliance. It is acting for its own account, and it has made its own independent
decisions to enter into that transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgement and upon advice from such advisers as it has
deemed necessary. It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into
that Transaction. No communication (written or oral) received from the other party shall be
deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.

(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in
respect of that Transaction.”

References in this clause to a “party" shall, in the case of UBS AG and where the context so
allows, include reference to any Affiliate of UBS AG.

(h) Agreements. Section 4 of this Agreement is hereby amended by the addition of Section 4(f) as follows:

“(f) Physical Delivery. In respect of any physically settled Transactions, it will, at the time of delivery,
be the legal and beneficial owner, free of liens and other encumbrances, of any securities or
commodities it delivers to the other party; and, in addition, with respect to any breach of this Section
4(f), Section 5(a)(ii) of this Agreement is hereby amended by the insertion of a full stop after
“Agreement” on the fifth line and the deletion of the remainder of the Section."

(i) Further Representation of Party B. In addition to its representations under Section 3, Party B represents
to Party A (which representations will be deemed to be repeated by Party B on each date on which any
Transaction subsists) that:

(i) It has appointed the Investment Manager to act as its agent for all purposes under this Agreement
(including, without limitation, for the purpose of entering into Transactions on its behalf) (each such
Transaction an “Agency Transaction”); and

(ii) Any person (including, without limitation, the Investment Manager and any person representing or
purporting to represent the Investment Manager signing the Agreement, any Confirmation and any
such person entering into any Transaction, is duly authorised to do so on behalf of Party B;

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28
(iii) Each Transaction entered into in connection with this Agreement by the Investment Manager is
suitable and appropriate and in accordance with the investment objectives and guidelines for Party B
on the date such Transaction is entered into; and

(iv) The execution, delivery and performance by the Investment Manager on behalf of Party B does not
conflict with any law or regulation applicable to the Investment Manager, any provision of the
constituent documents of the Investment Manager, any order or judgment of any court or other
agency of government applicable to the Investment Manager, or any of the assets of the Investment
Manager, or any contractual restriction binding on or affecting the Investment Manager, or any assets
of the Investment Manager.

(j) Further Agreements of Party B. In addition to its agreements under Section 4, Party B agrees with Party
A that, so long as either party has or may have any obligations under this Agreement:

(i) Any amounts payable by Party A under this Agreement shall be deemed satisfied when paid by Party
A to the Investment Manager.

(ii) Party B shall be bound as principal of any Agency Transaction entered into by the Investment
Manager or any other person representing or purporting to represent the Investment Manager,
notwithstanding any lack of power or authority on the part of the Investment Manager, or such
other person.

(k) Reliance on Notices. Except as otherwise stated herein, each party may rely upon any oral or written notices
and instructions reasonably believed to be originated from the other party or its duly authorised agent (including,
for Party B, the Investment Adviser) and does not incur any liability to the other party in acting in accordance
with those notices and instructions.

(l) Termination Notice. Section 6(b)(i) of this Agreement is modified by the addition of the words “and in any
event within one Local Business Day,” after the words “promptly upon becoming aware of it,” in the first
and second lines thereof.

(m) Delivery of notices under Sections 5 and 6 by fax. Section 12(a) of this Agreement is amended by the
deletion of the words "facsimile transmission or" in the third line of the first paragraph of that section.

(n) Definitions. Section 14 is hereby amended to include the following definition in its appropriate alphabetical
position:

"Level of Gearing" means the result of dividing the aggregate absolute mark-to-market value of all trading
positions that Party B has outstanding at any time (whether long or short and regardless of whether they are
pair trades) by the Net Asset Value. For the purposes of this computation, amount denominated in a currency
other than United States Dollars shall be converted to United States Dollars at the spot rate prevailing on the
date of such calculation.

"Net Asset Value" means the result in USD of subtracting the total value of all liabilities (including but not
limited to the aggregate mark-to-market value of all trading positions constituting liabilities) from the total value
of all assets (including but not limited to cash, deposit accounts and instruments, securities, and the aggregate
mark-to-market value of all trading positions constituting assets). For purposes of this computation, amounts
denominated in a currency other than USD shall be converted to USD at the spot rate for such currency prevailing
on the date of such calculation.

“Net Asset Value per Share" means, with respect to Party B, the Net Asset Value of Party B on any particular
date divided by the number of shares of Party B in issue on such date.

(o) Indian transactions. If parties are entering into a Transaction which is or otherwise involves an offshore
derivative instrument (“ODI”) (as such term is defined for the purposes of the Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2014, and notifications, circulars, rules and guidelines of the
Securities and Exchange Board of India issued from time to time) (collectively referred to as the “FPI
Regulations”), the representations and undertakings made by Party B in favour of UBS AG in a letter titled
"Notice Regarding Derivative Products Linked to Indian Securities or Indices" (which may be

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29
amended/replaced from time to time) (the "ODI Letter") shall apply to the Transaction and references to ODI
in the Letter shall be construed to include the Transaction. If a representation or undertaking in the ODI
Letter proves to have been incorrect or misleading in any material respect when made or repeated or deemed
to have been made or repeated; or if Party B fails to comply with or perform any agreement or obligation
undertaken by it in the ODI Letter, it shall be an Additional Termination Event with all Transactions which are
or otherwise involve an ODI (as defined in the ODI Letter) being the sole Affected Transactions, and with Party
B being the sole Affected Party.

(p) Taiwanese transactions. For any Transaction referencing Taiwanese underliers where the Exchange (as
defined in the 2002 ISDA Equity Derivatives Definitions) is in the Republic of China, Party B makes the
representations suitable to its entity type as set out in the ISDA Representations for Taiwan Market Access
Products as published by ISDA from time to time

(q) Chinese transactions. For any Transaction referencing Chinese underliers where the Exchange (as defined
in the 2002 ISDA Equity Derivatives Definitions) is in the Peoples’ Republic of China, Party B makes the
representations set out in the ISDA Representations for China Market Access Products as published by ISDA
from time to time

(r) Consent to Disclosure. Party B consents to Party A effecting such disclosure as Party A may deem
appropriate to enable Party A to transfer, disclose or otherwise process Party B’s records and information, to
process and execute Party B’s instructions, or in pursuance of Party A’s or Party B’s commercial interest, to
any of its head office, branches, Affiliates, professional advisers, agents or third party service providers
(“intended recipient”). For the avoidance of doubt, Party B’s consent to disclosure includes the right on the
part of Party A to allow access to any intended recipient of Party B information, to the records and information
of Party A by any means.

(s) Foreign Account Tax Compliance Act and HIRE Act.

(i) FATCA PROTOCOL PROVISION. “Withholding Tax imposed on payments to non-US counterparties
under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) of this
Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this
Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
any current or future regulations or official interpretations thereof, any agreement entered into
pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of
doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by
applicable law for the purposes of Section 2(d) of this agreement. If the parties each independently
decide to adhere to any ISDA Protocol on FATCA Withholding Tax, upon effective adherence by both
parties, the provisions of such Protocol shall supersede the foregoing provision
(ii) Section 871(m). The parties agree that the amendments set out in the Attachment to the ISDA 2015
Section 871(m) Protocol published by ISDA on November 2, 2015, which is available on the ISDA
website (www.isda.org) (the “Protocol”), will apply to this Agreement. The parties further agree that
this Agreement will be deemed to be a Covered Master Agreement and that the Implementation
Date will be the effective date of this Agreement as amended by the parties for the purposes of such
amendments, regardless of the definitions of such terms in the Protocol.

(t) ISDA Resolution Stay Jurisdictional Modular Protocol – Swiss Jurisdictional Module.

The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol
(each published by the International Swaps and Derivatives Association, Inc. and together, the "Swiss Stay
Provisions") are incorporated into and form part of this Agreement. For purposes thereof, this Agreement
shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to this
Agreement as if Party A is a Regulated Entity Counterparty and Party B is a Module Adhering Party with the
Implementation Date deemed to be the date of this Agreement. In the event of any inconsistencies between
this Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail.

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(u) ISDA Benchmarks Supplement. Except where a Confirmation expressly states otherwise, the ISDA
Benchmarks Supplement published on September 19, 2018 will apply to all Transactions under this
Agreement. Any references in that Supplement to “any ISDA Master Agreement” shall be deemed to be a
reference to this Agreement.



UBS AG [ ]




By: ............................................... By: ...............................................
Name: Name:
Title : Title:
Date: Date:


By: ............................................... By: ...............................................
Name: Name:
Title : Title:
Date: Date:

UBS AG

UBS AG

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


29
SCHEDULE
to the
2002 Master Agreement
dated as of __________________
between

UBS AG
("Party A")
a bank organised under the laws of
Switzerland
and [ ]
("Party B")
a corporation/partnership/national banking
association/etc. organised under the laws of [ ]



Part 1
Termination Provisions

(a) "Specified Entity" means:

(i) in relation to Party A for the purpose of:

Section 5(a)(v) of this Agreement, [ ],
Section 5(a)(vi) of this Agreement, [ ],
Section 5(a)(vii) of this Agreement, [ ]
Section 5(b)(v) of this Agreement, [ ]; and

(ii) in relation to Party B for the purpose of:


Section 5(a)(v) of this Agreement, [ ],
Section 5(a)(vi) of this Agreement, [ ],
Section 5(a)(vii) of this Agreement, [ ],
Section 5(b)(v) of this Agreement, [ ].


(b) Specified Transaction will have the meaning specified in Section 14 of this Agreement with the addition
of the following after “weather index transaction” on the eleventh line: ”precious metal transaction, letters
of credit reimbursement obligation, indebtedness for borrowed money (whether or not evidenced by a note
or similar instrument) and any amounts payable under any prime brokerage or centrally cleared derivative
agreements”.

(c) The Cross Default provisions of Section 5(a)(vi) of this Agreement, as modified below, will apply to Party A
and to Party B. Section 5(a)(vi) of this Agreement is hereby amended by the addition of the following at the
end thereof:

"provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either
(1) or (2) above if, as demonstrated to the reasonable satisfaction of the other party, (a) the event or
condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error or
omission of an administrative or operational nature; and (b) funds were available to such party to enable it
to make the relevant payment when due; and (c) such relevant payment is made within three General
Business Days following receipt of written notice from an interested party of such failure to pay."

"Specified Indebtedness" means any obligation (whether present or future, contingent or otherwise as
principal or surety or otherwise) for the payment or repayment of any money.

For the purposes of calculating the amount of Specified Indebtedness under Section 5(a)(vi), amounts in
relation to agreements or instruments that in good faith are generally considered derivative instruments
shall be calculated using their mark-to-market value (and not using any notional amount) and if governed
by a master agreement by using the amount that becomes, or would become, payable under such
agreement as a result of the liquidation or termination of such agreement.

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"Threshold Amount" means:

(i) in relation to Party A, or any Credit Support Provider or Specified Entity of Party A: an amount
equal to [ ]% of shareholders equity (howsoever described) of UBS AG as shown on the most
recent annual audited financial statements of UBS AG; and

(ii) in relation to Party B, or any Credit Support Provider or Specified Entity of Party B: an amount
equal to [ ]% of Net Asset Value (as defined in Part 5 below) of Party B, or the relevant Credit
Support Provider or Specified Entity of Party B.

(d) The Credit Event Upon Merger provisions of Section 5(b)(v) of this Agreement will not apply to both Party
A and Party B.

(e) The Automatic Early Termination provision of Section 6(a) of this Agreement will apply to Party A and
will/will not apply to Party B.

(f) "Termination Currency" means one of the currencies in which payments are required to be made
pursuant to a Confirmation in respect of a Terminated Transaction selected by the Non-defaulting Party or
the non-Affected Party, as the case may be, or, in the circumstances where there are two Affected Parties,
as agreed between the parties or, failing such agreement as aforesaid, or if the currency so selected is not
freely available, the Termination Currency shall be USD.

(g) Additional Termination Event will apply. The following shall constitute Additional Termination Events.
Upon the occurrence of any one of the events or circumstances specified below, Party B shall be the Affected
Party and all Transactions shall be Affected Transactions:

[ ]

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Part 2
Tax Representations

(a) Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B each
makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue
authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other
party under this Agreement. In making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of
the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement,
PROVIDED that it shall not be a breach of this representation where reliance is placed on sub-clause (ii)
above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make
no representations.

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Part 3
Agreement to Deliver Documents

For the purposes of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to supply the following
documents:

(a) Tax forms, documents or certificates to be delivered are:
None

(b) Other documents to be delivered are:

PARTY REQUIRED
TO DELIVER
DOCUMENT:
FORM/DOCUMENT/
CERTIFICATE:
DATE BY WHICH
TO BE DELIVERED:
COVERED BY SECTION
3(D) REPRESENTATION:

Party A and Party B Evidence of the authority
and true signatures of
each official or
representative signing this
Agreement or, as the case
may be, a Confirmation,
on its behalf.

On or before execution of
this Agreement and each
Confirmation forming a
part of this Agreement.
Yes
Party B Copy of the resolution of
Party B’s Board of
Directors (or equivalent
authorising
documentation)
authorising the execution
and delivery of this
Agreement and each
Confirmation and
performance of its
obligations hereunder.

On or before execution of
this Agreement.
Yes
Party B Copies of Memorandum
and Articles of Association
of Party B, and Certificate
of Incorporation (or
equivalent constitutive
documents).

On or before execution of
this Agreement.
Yes
Party B

Annual audited
financial statements.

As soon as practicable but
in any event within [ ] days
of the end of each
financial year

Yes
Party B Semi-annual unaudited
financial statements.
As soon as practicable but
in any event within [ ] days
of the end of each
financial mid-year

Yes
Party B Letter of Process Agent of
Party B confirming
acceptance of
appointment.

On or before execution of
this Agreement.
Yes


Party B Net Asset Value and Net
Asset Value per Share to
be provided by an
independent third party
Within [ ] days of the last
Local Business Day in each
calendar month
Yes

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Party B Any other information
which Party A may
reasonably request from
Party B from time to time

Upon request of Party A Yes

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34
Part 4
Miscellaneous

(a) Notices or communications to Party A shall, with respect to a particular Transaction, be sent to the address
or facsimile number specified in the Confirmation for the relevant Transaction, and any notice for the
purposes of Sections 5 or 6 of this Agreement shall be sent to the address, specified below:

Address: UBS AG, Hong Kong Branch,
52/F, Two International Finance Centre, Central, Hong Kong
Attention: Legal Department
Telephone: +852 3712 2282


with a copy to:

Address: UBS AG, London Branch
5 Broadgate, London EC2M 2QS
Attention: Legal Department
Copy to email: ol-notices-admin@ubs.com
Telephone: +44 20 7567 8000


Address for notices or communications to Party B shall be sent to the address, telex number or facsimile
number specified below:

Address:
Attention:
Telephone:
Facsimile:
Electronic Messaging Details:

(b) Process Agent. For the purpose of Section 13(c) of this Agreement: In respect of Party A: Not applicable.
In respect of Party B, Party B appoints as its Process Agent:

(c) Offices. The provisions of Section 10(a) of this Agreement will apply to Party A and Party B.

(d) Multibranch Party. For the purpose of Section 10(b) of this Agreement:

Party A is a Multibranch Party and may act through its branches in any of the following territories or
countries:

Australia, England and Wales, Hong Kong, Singapore, and Switzerland.
Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in
relation to the relevant Transaction.

(f) Credit Support Document. Details of any Credit Support Document in relation to Party A and Party B:
not applicable.

(g) Credit Support Provider. Credit Support Provider means in relation to Party A and Party B: not
applicable.

(h) Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with
it or with the subject matter of this contract shall be governed by, and construed in accordance with,
English law.

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35

(i) Netting of Payments. Multiple Transaction Payment Netting will not apply for the purpose of Section 2(c)
of this Agreement, except that Multiple Transaction Payment Netting will apply for the purpose of Section
2(c) of this Agreement for the following groups of Transactions, which shall be treated separately: (1) FX
Transactions (including FX Transactions resulting from the exercise of Currency Option Transactions); (2)
premium payable under Currency Option Transactions (each of (1) and (2) as defined in the 1998 ISDA FX
and Currency Option Definitions); and (3) Commodity Transactions (as defined in the 2005 ISDA
Commodity Definitions) starting from the date of this Agreement.

(j) Affiliate will have the meaning specified in Section 14 of this Agreement.

(k) Absence of Litigation. For the purpose of Section 3(c):

“Specified Entity” means in relation to Party A, [ ].

“Specified Entity” means in relation to Party B, [ ].

(l) No Agency. The provisions of Section 3(g) will apply to this Agreement.

(m) Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will
constitute an Additional Representation:

Relationship Between Parties. Each party will be deemed to represent to the other party on the date on
which it enters into a Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to
enter into that Transaction and as to whether that Transaction is appropriate or proper for it based
upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction, it being understood that information and
explanations related to the terms and conditions of a Transaction will not be considered investment
advice or a recommendation to enter into that Transaction. No communication (written or oral)
received from the other party will be deemed to be an assurance or guarantee as to the expected
results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its
own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of
that Transaction.

(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that
Transaction.

References in this clause to a “party" shall, in the case of UBS AG and where the context so allows, include
reference to any Affiliate of UBS AG.

(n) Recording of Conversations. Each party (i) consents to the recording of telephone conversations
between the trading, marketing and other relevant personnel of the parties in connection with this
Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any
necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by
applicable law, that recordings may be submitted in evidence in any Proceedings.

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


36
Part 5
Other Provisions

(a) Scope of Agreement. Upon the effectiveness of this Agreement and unless the parties to this Agreement
otherwise agree in writing, by specific reference to this Agreement, that this provision does not apply, all
Derivative Transactions (as defined below) then outstanding, or which may be entered into thereafter,
between the parties, including Transactions entered into by the parties through Offices, if any, listed in Part
4(d), are deemed to be Transactions governed by this Agreement and any confirmation or other confirming
evidence of the Transaction is deemed to be a Confirmation.

"Derivative Transaction" means any transaction (including an agreement with respect thereto) which is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit
default swap, credit default option, total return swap, credit spread transaction, weather index transaction,
bullion/precious metal transaction, base metal transaction, or forward purchase or sale of a security,
commodity or other financial instrument or interest, or any other similar transaction (including any option
with respect to any of these transactions) and any combination of these transactions.

(b) ISDA Definitions. (i) The provisions of the 1998 FX and Currency Option Definitions (as published by the
International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and the
Foreign Exchange Committee) (the “1998 FX Definitions”) are hereby incorporated in their entirety and
shall apply to any FX Transaction or Currency Option Transaction as defined in Section 1.12 and Section
1.5, respectively, of Article 1 of the 1998 FX Definitions (each an “FX Transaction” or “Currency Option
Transaction”, respectively) entered into by the parties hereto (unless, in relation to a particular FX
Transaction or Currency Option Transaction, as otherwise specified in the relevant Confirmation) ; and

(ii) The provisions of the 2005 ISDA Commodity Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the “Commodity Definitions”) are hereby incorporated in their entirety and
shall apply to any Transaction as defined in Section 1.1 of Article 1 of the Commodity Definitions (each a
“Commodity Transaction”) entered into by the parties hereto (unless, in relation to a particular Commodity
Transaction, as otherwise specified in the relevant Confirmation) .

(c) Bankruptcy. Section 5(a)(vii) of this Agreement is amended by replacing “15” with “30” on lines sixteen
and twenty-three.

(d) Set-Off. Section 6(f) is amended by the addition of:

“(or any other amounts whether or not arising under this Agreement, matured , contingent and
irrespective of the currency, place of payment of booking of the obligation )” on the first line immediately
after “Amount”,

and

“or its Affiliates if it is the Non-defaulting Party or Non-affected Party” immediately after both instances of
“party” on the first line.

(e) Waiver Of Jury Trial. Each party hereby irrevocably waives any and all right to trial by jury in any suit, action
or proceeding arising out of or relating to this agreement or any transaction and acknowledges that this
waiver is a material inducement to the other party's entering into this agreement.

(f) 2002 Master Agreement Protocol. The parties agree that the definitions and provisions contained in
Annexes 1 to 18 and Section 6 of the 2002 Master Agreement Protocol published by the International
Swaps and Derivatives Association, Inc., on 15th July 2003 are incorporated into and will supplement and
form part of this Agreement. References in those definitions and provisions to any "ISDA 2002 Master
Agreement" or "2002 Master" will be deemed to be references to this Agreement.

(g) Further Representation of Party B. In addition to its representations under Section 3, Party B represents

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


37
to Party A (which representations will be deemed to be repeated by Party B on each date on which any
Transaction subsists) that:

(i) It has appointed the Investment Manager to act as its agent for all purposes under this Agreement
(including, without limitation, for the purpose of entering into Transactions on its behalf) (each
such Transaction an “Agency Transaction”);

(ii) Any person (including, without limitation, the Investment Manager and any person representing or
purporting to represent the Investment Manager signing the Agreement, any Confirmation and any
such person entering into any Transaction, is duly authorised to do so on behalf of Party B;

(iii) Each Transaction entered into in connection with this Agreement by the Investment Manager is
suitable and appropriate and in accordance with the investment objectives and guidelines for Party
B on the date such Transaction is entered into; and

(iv) The execution, delivery and performance by the Investment Manager on behalf of Party B does not
conflict with any law or regulation applicable to the Investment Manager, any provision of the
constituent documents of the Investment Manager, any order or judgment of any court or other
agency of government applicable to the Investment Manager, or any of the assets of the Investment
Manager, or any contractual restriction binding on or affecting the Investment Manager, or any
assets of the Investment Manager.

(h) Further Agreements of Party B. In addition to its agreements under Section 4, Party B agrees with Party
A that, so long as either party has or may have any obligations under this Agreement:

(i) Any amounts payable by Party A under this Agreement shall be deemed satisfied when paid by
Party A to the Investment Manager.

(ii) Party B shall be bound as principal of any Agency Transaction entered into by the Investment
Manager or any other person representing or purporting to represent the Investment Manager
notwithstanding any lack of power or authority on the part of the Investment Manager or such
other person.

(i) Reliance on Notices. Except as otherwise stated herein, each party may rely upon any oral or written notices
and instructions reasonably believed to be originated from the other party or its duly authorised agent
(including, for Party B, the Investment Adviser) and does not incur any liability to the other party in acting in
accordance with those notices and instructions.

(j) Termination Notice. Section 6(b)(i) of this Agreement is modified by the addition of the words “and in any
event within one Local Business Day,” after the words “promptly upon becoming aware of it,” in the first
and second lines thereof.

(k) Definitions. Section 14 is hereby amended to include the following definition in its appropriate alphabetical
position:

"Level of Gearing" means the result of dividing the aggregate absolute mark-to-market value of all
trading positions that Party B has outstanding at any time (whether long or short and regardless of whether
they are pair trades) by the Net Asset Value. For the purposes of this computation, amount denominated in
a currency other than United States Dollars shall be converted to United States Dollars at the spot rate
prevailing on the date of such calculation.

"Net Asset Value" means the result in USD of subtracting the total value of all liabilities (including but not
limited to the aggregate mark-to-market value of all trading positions constituting liabilities) from the total
value of all assets (including but not limited to cash, deposit accounts and instruments, securities, and the
aggregate mark-to-market value of all trading positions constituting assets). For purposes of this
computation, amounts denominated in a currency other than USD shall be converted to USD at the spot rate
for such currency prevailing on the date of such calculation.

“Net Asset Value per Share" means, with respect to Party B, the Net Asset Value of Party B on any
particular date divided by the number of shares of Party B in issue on such date.

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


38


(l) Indian transactions. If parties are entering into a Transaction which is or otherwise involves an offshore
derivative instrument (“ODI”) (as such term is defined for the purposes of the Securities and Exchange
Board of India (Foreign Portfolio Investors) Regulations, 2014, and notifications, circulars, rules and
guidelines of the Securities and Exchange Board of India issued from time to time) (collectively referred to as
the “FPI Regulations”), the representations and undertakings made by [Party B] in favour of UBS AG in a
letter titled "Notice Regarding Derivative Products Linked to Indian Securities or Indices" (which may be
amended/replaced from time to time) (the "ODI Letter") shall apply to the Transaction and references to
ODI in the Letter shall be construed to include the Transaction. If a representation or undertaking in the
ODI Letter proves to have been incorrect or misleading in any material respect when made or repeated or
deemed to have been made or repeated; or if Party B fails to comply with or perform any agreement or
obligation undertaken by it in the ODI Letter, it shall be an Additional Termination Event with all
Transactions which are or otherwise involve an ODI (as defined in the ODI Letter) being the sole Affected
Transactions, and with Party B being the sole Affected Party.

(m) Taiwanese transactions. For any Transaction referencing Taiwanese underliers where the Exchange (as
defined in the 2002 ISDA Equity Derivatives Definitions) is in the Republic of China, Party B makes the
representations suitable to its entity type as set out in the ISDA Representations for Taiwan Market Access
Products as published by ISDA from time to time

(n) Chinese transactions. For any Transaction referencing Chinese underliers where the Exchange (as defined
in the 2002 ISDA Equity Derivatives Definitions) is in the Peoples’ Republic of China, Party B makes the
representations set out in the ISDA Representations for China Market Access Products as published by ISDA
from time to time

(o) Consent to Disclosure. Party B consents to Party A effecting such disclosure as Party A may deem
appropriate to enable Party A to transfer, disclose or otherwise process Party B’s records and information, to
process and execute Party B’s instructions, or in pursuance of Party A’s or Party B’s commercial interest, to
any of its head office, branches, Affiliates, professional advisers, agents or third party service providers
(“intended recipient”). For the avoidance of doubt, Party B’s consent to disclosure includes the right on the
part of Party A to allow access to any intended recipient of Party B information, to the records and
information of Party A by any means.

(p) Foreign Account Tax Compliance Act and HIRE Act.

(i) FATCA PROTOCOL PROVISION. “Withholding Tax imposed on payments to non-US
counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in
Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section
14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected
pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”), any current or future regulations or official interpretations thereof, any agreement
entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules
or practices adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the
avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is
required by applicable law for the purposes of Section 2(d) of this agreement. If the parties each
independently decide to adhere to any ISDA Protocol on FATCA Withholding Tax, upon effective
adherence by both parties, the provisions of such Protocol shall supersede the foregoing provision.

(ii) Section 871(m). The parties agree that the amendments set out in the Attachment to the ISDA
2015 Section 871(m) Protocol published by ISDA on November 2, 2015, which is available on the
ISDA website (www.isda.org) (the “Protocol”), will apply to this Agreement. The parties further
agree that this Agreement will be deemed to be a Covered Master Agreement and that the
Implementation Date will be the effective date of this Agreement as amended by the parties for the
purposes of such amendments, regardless of the definitions of such terms in the Protocol.

(q) ISDA Resolution Stay Jurisdictional Modular Protocol – Swiss Jurisdictional Module.

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


39
The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol
(each published by the International Swaps and Derivatives Association, Inc. and together, the "Swiss Stay
Provisions") are incorporated into and form part of this Agreement. For purposes thereof, this Agreement
shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to this
Agreement as if Party A is a Regulated Entity Counterparty and Party B is a Module Adhering Party with the
Implementation Date deemed to be the date of this Agreement. In the event of any inconsistencies
between this Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail.

(r) ISDA Benchmarks Supplement. Except where a Confirmation expressly states otherwise, the ISDA
Benchmarks Supplement published on September 19, 2018 will apply to all Transactions under this
Agreement. Any references in that Supplement to “any ISDA Master Agreement” shall be deemed to be a
reference to this Agreement.

FOR REFERENCE ONLY
SUBJECT TO FURTHER APPROVAL BY UBS


40
IN WITNESS WHEREOF the parties have executed this Schedule on the respective dates specified below with effect
from the date specified on the first page of this document.

UBS AG





[ ]
By: ____________________________________________ By: ____________________________________________
Name: Name:
Title: Title:
Date: Date:


By: ____________________________________________ By: ____________________________________________
Name: Name:
Title: Title:
Date: Date:

3909181
CONFIDENTIAL

28 May 2025

The Board of Directors
Sybos Holdings Pte Limited
360 Orchard Road #10-02
International Building
Singapore 238869



Dear Directors

UNDERWRITTEN SALE OF SECURITIES IN EBOS GROUP LIMITED

INTRODUCTION

A. This letter agreement sets out the terms and conditions upon which Sybos Holdings Pte
Limited (the "Seller") engages UBS New Zealand Limited (the "Underwriter") to underwrite,
sell and manage the disposal of 26,740,177 fully paid ordinary shares in EBOS Group Limited
(the "Company") (the "Sale Shares" and the "Sale").
B. The Underwriter (itself and/or through any of its Affiliates) agrees to underwrite, sell and
manage the disposal of the Sale Shares in accordance with the terms of this Agreement.

AGREEMENT
1. UNDERWRITTEN SALE OF SALE SHARES
1.1 Underwrite:
(a) The Seller agrees to sell the Sale Shares in accordance with this Agreement and
the timetable set out in Schedule 1 (the "Timetable"). The Timetable may only be
amended by the Seller with the agreement of the Underwriter, provided that (as
contemplated by Schedule 1) the Underwriter may determine in its discretion an
earlier Bookbuild closing date and time.
(b) The Underwriter agrees to manage the sale of the Sale Shares by using its best
endeavours to procure purchasers for the Sale Shares at a price of NZ$35.50 per
Sale Share (being the "Sale Price") by conducting a bookbuild process (the
"Bookbuild") in accordance with the Timetable.
(c) The Underwriter agrees to underwrite and guarantee the sale of any Sale Shares
not taken up as part of the Bookbuild under clause 1.1(b) as at the Bookbuild
Closing Time (as set out in the Timetable) (the "Shortfall Shares") by purchasing
each of the Shortfall Shares from the Seller at the Sale Price.
(d) The Seller's prior written approval is required in respect of any Bloomberg and any
other marketing material for the Bookbuild, such approval not to be unreasonably
withheld or delayed.

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1.2 Manner of Sale: The Underwriter will conduct the Sale by way of an offer only:
(a) in accordance with all applicable laws in any jurisdiction including the Financial
Markets Conduct Act 2013 (the "FMCA"), the Takeovers Regulations 2000 (the
"Takeovers Code"), the Overseas Investment Act 2005 (the "OIA"), the
Corporations Act 2001 (Cth) (the "Corporations Act") and the Foreign Acquisitions
and Takeovers Act 1975 (Cth) (the "FATA"), provided that the Underwriter will not
be in breach of this sub-paragraph (a) to the extent any breach is caused by an act
or omission by the Seller, or its Affiliates, officers, employees or representatives
which constitutes a breach by the Seller of its representations and warranties in
clause 6.1 and undertaking in clause 5.1;
(b) to persons, and by way of transactions, in New Zealand;
(c) to persons, and by way of transactions, in Australia, that do not need a prospectus
or other disclosure document (including disclosure under Part 6D.2 or Part 7.9 of
the Corporations Act);
(d) if in the United States, to:
(i) persons that the Underwriter reasonably believes are "Qualified
Institutional Buyers" as defined in Rule 144A under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") ("QIBs") in
transactions exempt from the registration requirements of the U.S.
Securities Act pursuant to Rule 144A under the U.S. Securities Act ("Rule
144A"); or
(ii) dealers or other professional fiduciaries organised or incorporated in the
United States that are acting for a discretionary or similar account (other
than an estate or trust) held for the benefit or account of persons that are
not "U.S. persons" (as defined in Rule 902(k) under the U.S. Securities
Act) (being "U.S. Persons") for which they have, and are exercising,
investment discretion, within the meaning of Rule 902(k)(2)(i) of
Regulation S (an "Eligible U.S. Fund Manager"), in reliance on, and in
compliance with, Regulation S under the U.S. Securities Act
("Regulation S"); and
(e) if outside Australia, New Zealand and the United States, to persons, and by way of
transactions, to whom offers for sale of securities may lawfully be made without
requiring the preparation, delivery, lodgement or filing of any prospectus or other
disclosure document or any other lodgement, registration or filing with, or approval
by, a government agency (other than any such requirement with which Seller, in its
sole and absolute discretion, is willing to comply).
1.3 Allocation of Sale Shares: The Underwriter will, in consultation with the Seller, determine
the allocation of the Sale Shares to persons who have bid for the Sale shares by no later
than the Trade Date (as set out in the Timetable in Schedule 1).
1.4 Investor representations: The Underwriter must require any investor that purchases the
Sale Shares to confirm, including through deemed representations and warranties, among
other things:
(a) its status as an investor meeting the requirements of clause 1.2; and

3909181
(b) that they are able to make the relevant purchase in compliance with all relevant
laws and regulations (including the insider trading provisions of the FMCA and the
Corporations Act, the Takeovers Code, the OIA and the FATA).
1.5 Effecting of Sale and settlement: The Sale (other than in respect of the Restricted Shares
as defined in clause 2.1) shall be effected on the Trade Date by way of one more crossings
or special crossings at the Sale Price, with settlement to follow on a T+2 basis in accordance
with the New Zealand Clearing Limited's Clearing and Settlement Rules and, in respect of
the settlement of Sale Shares on ASX, the ASX Settlement Rules and ASX Operating Rules
(the "Settlement Date"). Subject to this clause 1 and clause 9:
(a) by 9.00am on the Business Day before the Settlement Date (i.e. on a T+1 basis).
the Seller shall ensure that all of the Sale Shares are made available to, or placed
in an account nominated by, the Underwriter to facilitate settlement on a delivery
versus payment basis (and strictly on the basis that such Sale Shares are held by
the Underwriter for the benefit of the Seller pending Settlement); and
(b) on the Settlement Date, the Underwriter shall make payment to the Seller of an
amount equal to
(i) the Sale Price multiplied by the number of Sale Shares but excluding the
number of Restricted Shares (if any); less
(ii) any fees payable under clause 4,
by transfer to the Seller's account for value (in cleared funds in New Zealand
dollars) against delivery of all Sale Shares (other than any Restricted Shares). For
clarity, the Underwriter will effect payment to the Seller in respect of the Restricted
Shares on the Settlement Date at the time and in the manner contemplated by
clause 2.
1.6 US Opinion: The Seller will procure that its US counsel provides the Underwriter with an
opinion by 9.00am on the Settlement Date and dated as of that date and expressed to be for
the Underwriter’s benefit, in a form and substance satisfactory to the Underwriter, to the
effect that no registration of the Sale Shares is required under the U.S. Securities Act, for the
initial offer, sale and delivery of the Sale Shares, and the initial resale of the Sale Shares by
the Underwriter on the Settlement Date, in each case in the manner contemplated by this
Agreement.
1.7 Interest:
(a) If, for any reason other than the non-performance or breach by the Seller of its
obligations, undertakings or warranties in this Agreement, the Underwriter has not
paid, or procured the payment of, any amount payable under this Agreement, then
interest will accrue at the rate of 8% per annum on any such unpaid amount,
calculated on a daily basis from and including the due date for payment until the
unpaid amount is paid in full.
(b) The right of the Seller to require payment of interest under this clause does not
limit any other right or remedy of the Seller.

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2. RESTRICTED SHARES
2.1 Restricted Shares: Notwithstanding anything else in this Agreement, where the number of
Shortfall Shares exceeds the maximum number of the Sale Shares that the Underwriter can
acquire without the Underwriter or any of its related bodies corporate or Affiliates:
(a) being required to obtain consent under the OIA (having regard to any exemptions
available to the Underwriter that would mean that there is no need to seek consent
under the OIA); or
(b) being required under the FATA to notify the Australian Federal Treasurer (through
the Australian Foreign Investment Review Board ("FIRB")) or to obtain a no
objection notification,
(such excess Shortfall Shares being the "Restricted Shares"), then:
(c) the Underwriter agrees to purchase the Restricted Shares on the terms of this
clause 2, together with any rights, entitlements or other privileges associated with
such securities;
(d) completion of the sale and purchase of the Restricted Shares will be conditional
upon the Underwriter obtaining all consents, no objection notifications, or
exemptions required under the OIA or the FATA (as applicable) on terms and
conditions acceptable to the Seller and Underwriter, acting reasonably (the "OIA
and FIRB Condition"); and
(e) on the Settlement Date, the Underwriter will pay to Seller, or as Seller directs, an
amount equal to the Sale Price multiplied by the number of Restricted Shares less
any fees and expenses payable under clause 4 (to the extent not already
recovered) by transfer to the account(s) nominated by the Seller (in cleared funds)
(such payment being the "Advance"). For clarity, the Advance will be paid
contemporaneously with the payment referred to in clause 1.5(b), and the
Underwriter is required to pay the Advance even though the OIA and FIRB
Condition may not be satisfied or waived on or before the Settlement Date.
2.2 Waiver: The OIA and FIRB Condition has been inserted for the benefit of each of the
Underwriter and the Seller and it may only be waived (in whole or in part) by agreement
between the parties where permitted by law.
2.3 Settlement of Restricted Shares: Where:
(a) the OIA and FIRB Condition is satisfied or waived (in whole or part) so that any of
the Restricted Shares may be transferred without breach of the OIA, the FATA or
FIRB policy; or
(b) the Underwriter otherwise procures a purchaser for any of the Restricted Shares,
the Underwriter shall immediately inform the Seller and the Seller shall procure the transfer
of the relevant Restricted Shares (and any rights (including in respect of distributions)
accrued or declared on those Restricted Shares after the Settlement Date, but net of any
taxes paid or payable by the Seller in respect of such distributions or other rights held by the
Seller (and only if the Seller provides to the Underwriter a copy of all records relating to such
taxes at the time of transfer)) to the Underwriter or its nominee(s) on a T+2 basis (and in
satisfaction of the Advance (or a pro-rata portion of the Advance if not all of the Restricted

3909181
Shares are being transferred)), provided that any such nominee(s) are persons of the type
described in clause 1.2 (with the date of each such transfer taking effect being the
"Restricted Shares Settlement Date").
2.4 Sale of Restricted Shares: If the OIA and FIRB Condition has not been satisfied by the
date which is 6 months after the Settlement Date or such later date as the parties agree (the
"End Date"), then the obligations of the Underwriter in respect of any remaining Restricted
Shares under clause 1.1(c) shall become immediately due and payable, and the Seller will
be entitled to set off its obligations in respect of the remaining Advance, against the
obligations of the Underwriter under clause 1.1(c) in respect of the underwrite of those
Restricted Shares (and the parties agree that if it does so, this shall constitute good and
effective discharge of each of the parties' obligations, to the extent of such set off) and must
use all reasonable endeavours to sell the remaining Restricted Shares through the
Underwriter as soon as reasonably practicable and will pay the net proceeds of such sale to
the Underwriter.
2.5 Voting rights: While the Seller remains the registered holder of any Restricted Shares, it
retains the right to vote those Restricted Shares.
3. MORATORIUM
3.1 The Seller represents, warrants and undertakes that it will not, unless otherwise waived or
agreed to by the Underwriter in writing, for a period of 90 days from the date of this
Agreement (the "Escrow Period"), Deal in all or any of the fully paid ordinary shares held by
it in the Company ("Remaining Shares") after settlement of the Sale of the Sale Shares
pursuant to this Agreement, excluding:
(a) a repurchase (whether by buy-back, reduction of capital or other means) of
Remaining Shares by the Company;
(b) any acceptance by the Seller of a takeover offer for the Company in accordance
with the Takeovers Code or transfer pursuant to a scheme of arrangement under
Part 15 of the Companies Act 1993 (including entry into any pre-bid agreement
permitted by the Takeovers Code in advance of a takeover offer);
(c) a sale, transfer or disposal to a third party where it is a condition of the sale that the
third party announce an intention to acquire, or propose a transaction to acquire,
greater than 50% of the ordinary shares of the Company;
(d) the sale of any Restricted Shares in accordance with the terms of this Agreement
or
(e) a sale, transfer or disposal to an Affiliate of the Seller (or person holding on behalf
of an Affiliate or the Seller) that is subject to a representation, warranty or
undertaking on substantially the same terms as this clause 3.1 in respect of the
Remaining Shares sold, transferred or disposed. For the avoidance of doubt, any
agreement by the Affiliate will be in respect of the Escrow Period.
3.2 Each party to this Agreement acknowledges that the representation, warranty and
undertaking in clause 3.1 is not intended to and does not give the Underwriter any power to
dispose of, or control the disposal of, the Remaining Shares or any power to control any
rights (including any voting rights) attaching to any of the Remaining Shares, and to the
extent that the Underwriter would be in breach of applicable laws to have such power, a

3909181
breach of the representation, warranty and undertaking in those circumstances will only give
rise to a right to damages and the parties acknowledge that, in such circumstances,
damages are an adequate remedy for a breach of the representation, warranty and
undertaking.
3.3 Each party to this Agreement acknowledges that the representation, warranty and
undertaking in clause 3.1 has been provided to only address the financial consequences of
the Seller disposing of, or dealing with, any Remaining Shares held by it. Each party to this
Agreement acknowledges that the Underwriter is not entitled to a remedy of specific
performance for a breach of the representation, warranty and undertaking in clause 3.1.
3.4 For the purposes of this clause 3, "Deal" in respect of the "Remaining Shares" means:
(a) sell, assign, transfer or otherwise dispose of;
(b) agree to offer to sell, assign, transfer or otherwise dispose of;
(c) enter into any option which, if exercised (whether such exercise is subject to
conditions or otherwise), enables or requires the Seller to sell, assign, transfer or
otherwise dispose of; or
(d) decrease or agree to decrease an economic interest in,
the Remaining Shares.
4. FEES
4.1 Fees: In consideration of performing its obligations under this Agreement the Underwriter
shall be entitled to such fees as the parties agree.
5. UNDERTAKINGS
5.1 The Seller undertakes to the Underwriter that it will not, prior to the Settlement Date, commit,
be involved in or acquiesce in any activity that breaches:
(a) the FMCA, the Corporations Act, the Takeovers Code or any other applicable laws;
(b) the Listing Rules; and
(c) any legally binding requirement of the Financial Markets Authority (the "FMA"), the
NZX, the ASX or the Australian Securities and Investments Commission ("ASIC"),
in each case to the extent such breach impacts or could reasonably be expected to impact
on the sale of the Sale Shares, this Agreement or the Company.
6. REPRESENTATIONS AND WARRANTIES
6.1 Representations and warranties by Seller: As at the date of this Agreement and on each
day until and including the Settlement Date (or, where clause 2 applies, until the earlier of
the Restricted Shares Settlement Date and three Business Days after the End Date), the
Seller represents and warrants to the Underwriter that:
(a) (body corporate) the Seller is a company limited by shares under the laws of the
place of its incorporation;

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(b) (capacity) the Seller has full legal capacity and power to enter into this Agreement
and to carry out, or to procure the carrying out of, the transactions that this
Agreement contemplates;
(c) (authority) the Seller has taken or procured, or will have taken or procured by the
relevant time, all corporate action that is necessary or desirable to authorise its
entry into this Agreement and its entry into, and the entry into by its relevant
subsidiaries of the transactions that this Agreement contemplates;
(d) (agreement effective) this Agreement constitutes its legal, valid and binding
obligations, enforceable against the Seller in accordance with its terms subject to
any necessary stamping or registration;
(e) (ownership, encumbrances) the Seller will transfer the full legal and beneficial
ownership of the Sale Shares free and clear of all liens, charges, security interests,
claims, equities and pre-emptive rights, subject to registration of the transferee(s)
in the register of shareholders of the Company;
(f) (information) all information provided by the Seller to the Underwriter in relation to
the Sale and the Sale Shares is true and correct in all material respects and not
misleading or deceptive in any material respect whether by omission or otherwise;
(g) (Sale Shares) following the Sale, the Sale Shares will rank equally in all respects
with all other outstanding ordinary shares of the Company, including their
entitlement to dividends;
(h) (power to sell) the Seller has the corporate authority and power to sell the Sale
Shares under this Agreement and no person has a conflicting right, whether
contingent or otherwise, to purchase or to be offered for purchase the Sale Shares;
(i) (NZX and ASX listing) the Sale Shares are quoted on the official list of the NZX
Main Board and ASX;
(j) (control) the Seller does not control the Company within the meaning of section
50AA of the Corporations Act or clause 48 of Schedule 1 of the FMCA and the
Sale Shares may be offered for sale on the financial market operated by ASX
without disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act
or in New Zealand otherwise than under a regulated offer under Part 3 of the
FMCA or in reliance on the exclusion for offers of financial products set out in
clause 19 of Schedule 1 of the FMCA;
(k) (no insider trading offence) the sale of the Sale Shares will not constitute a
violation by Seller (or its Affiliates) of applicable insider trading laws;
(l) (no stabilisation or manipulation) neither the Seller nor any of its Affiliates has
taken or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or manipulation of
the price of the Sale Shares in violation of any applicable law;
(m) (no general solicitation or general advertising) none of the Seller, any of its
Affiliates or any person acting on behalf of any of them (other than the Underwriter
or its Affiliates or any person acting on behalf of any of them, as to whom the Seller
makes no representation) has offered or sold, or will offer or sell, any of the Sale
Shares in the United States using any form of "general solicitation" or "general

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advertising" (within the meaning of Rule 502(c) under the U.S. Securities Act) or in
any manner involving a public offering in the United States within the meaning of
Section 4(a)(2) of the U.S. Securities Act;
(n) (no directed selling efforts) with respect to those Sale Shares offered and sold in
reliance on Regulation S, none of the Seller, any of its Affiliates, or any person
acting on behalf of any of them (other than the Underwriter or its Affiliates or any
person acting on behalf of any of them, as to whom no representation or warranty
is made), has, directly or indirectly, engaged or will engage in any "directed selling
efforts" within the meaning of Rule 902(c) under the U.S. Securities Act;
(o) (foreign private issuer and no substantial U.S. market interest) to the best of
the Seller's knowledge, the Company is a 'foreign private issuer' as defined in Rule
405 under the U.S. Securities Act and there is no 'substantial U.S. market interest'
(as defined in Rule 902(j) under the U.S. Securities Act) in the Sale Shares or any
security of the same class or series as the Sale Shares;
(p) (no integrated offers) none of the Seller, any of its Affiliates or any person acting
on behalf of any of them (other than the Underwriter or its Affiliates or any person
acting on behalf of any of them, as to whom no representation or warranty is
made), has solicited any offer to buy, offered to sell or sold, and none of them will
solicit any offer to buy, offer to sell or sell, in the United States any security which
could be integrated with the sale of the Sale Shares in a manner that would require
the offer and sale of the Sale Shares to be registered under the U.S. Securities
Act;
(q) (no registration required) subject to the accuracy of, and compliance with, the
representations and warranties of the Underwriter in paragraphs (l), (n), (p) and (q),
of clause 6.2, it is not necessary in connection with the offer, sale and delivery of
the Sale Shares to register under the U.S. Securities Act the initial offer, sale and
delivery of the Sale Shares, or the initial resale of any Sale Shares on the
Settlement Date by the Underwriter pursuant to its obligations under this
Agreement, in each case in the manner contemplated in this Agreement, it being
understood that the Seller makes no representation or warranty about any
subsequent resale of the Sale Shares under the U.S. Securities Act;
(r) (not an investment company) to the best of the Seller's knowledge, the Company
is not, and immediately after giving effect to the offering and sale of the Sale
Shares will not be, required to register as an "investment company" under
U.S. Investment Company Act of 1940;
(s) (144A eligibility) to the best of the Seller's knowledge, the Sale Shares are eligible
for resale pursuant to Rule 144A and are not of the same class as securities listed
on a national securities exchange registered under Section 6 of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act") or quoted in a U.S.
automated interdealer quotation system;
(t) (Rule 12g3-2(b) status) to the best of the Seller's knowledge, the Company is
exempt from reporting under Section 13 or 15(d) of the Exchange Act pursuant to
Rule 12g3-2(b) thereunder;
(u) (OFAC) neither the Seller nor, to the best of its knowledge after due enquiry, any
director, officer, agent, employee or Affiliate or other person acting on behalf of the

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Seller is currently subject to any sanctions administered or enforced by the Office
of Foreign Assets Control of the US Department of the Treasury, the United
Nations Security Council, His Majesty's Treasury, the European Union or any of its
Member States, or other relevant sanctions authority ("Sanctions"), or located,
organised or resident in a country or territory that is the subject of Sanctions; and
the Seller will not directly or indirectly use the proceeds of the Sale, or lend,
contribute or otherwise make available these proceeds to any subsidiary, joint
venture partner or other person or entity, to fund or facilitate any activities of any
person or entity or in any country or territory that is subject to any Sanctions, or in
any other manner that will result in a violation of Sanctions by any person
participating in the Sale (whether as an underwriter, placing agent, investor,
adviser or otherwise);
(v) (anti-money laundering) the operations of the Seller are and have been
conducted at all times in compliance with all financial record keeping and reporting
requirements imposed by law or regulation and in compliance with the money
laundering and proceeds of crime statutes of all applicable jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency
(collectively, the "Money Laundering Laws") to the extent that they apply to the
Seller and no action, suit or proceeding by or before any court or government
agency, authority or body or any arbitrator involving the Seller or any of its Affiliates
with respect to the Money Laundering Laws is pending or threatened; and
(w) (no bribery) neither the Seller or, to the best of its knowledge after due enquiry,
any director, officer, employee, Affiliate or other person acting on behalf of the
Seller has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds, or (iii) made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment, in each case, in violation of any
applicable law, including, but not limited to the United States Foreign Corrupt
Practices Act of 1977 if it is applicable.
For the purposes of the representations and warranties of the Seller above, the term
"Affiliate" does not include the Company or any Affiliate of the Company that the Company
controls.
6.2 Representations and warranties of the Underwriter: As at the date of this Agreement
and on each day until and including the Settlement Date (or, where clause 2 applies, until the
earlier of the Restricted Shares Settlement Date and three Business Days after the End
Date), the Underwriter represents and warrants to the Seller that:
(a) (body corporate) the Underwriter is a company limited by shares under the laws
of the place of its incorporation;
(b) (capacity) the Underwriter has full legal capacity and power to enter into this
Agreement and to carry out the transactions that this Agreement contemplates;
(c) (authority) the Underwriter has taken all corporate action that is necessary or
desirable to authorise its entry into this Agreement and it carrying out the
transactions that this Agreement contemplates;

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(d) (agreement effective) this Agreement constitutes its legal, valid and binding
obligation, enforceable against the Underwriter in accordance with its terms;
(e) (soundings) the Underwriter has not communicated the possible Sale to any
potential investor or Bookbuild participant, without the prior written consent of the
Seller, prior to entry into this Agreement;
(f) (status) the Underwriter is a not a person to whom disclosure needs to be made
under the FMCA or any other applicable laws (including the Corporation Act);
(g) (Takeovers Code matters) the Underwriter (or its relevant Affiliate) is a
professional underwriter (in terms of the Takeovers Code (Professional
Underwriters) Exemption Notice 2004) and is entering into this Agreement in order
to earn underwriting fees. Neither the Underwriter nor any Affiliate of the
Underwriter has a collateral purpose or intention, in respect of the Underwriter's
entry into this Agreement, of enabling the Underwriter or any of its Affiliates to
increase their control percentage in the Company. Immediately before the
Underwriter's entry into this Agreement, the aggregate of the control percentages
of the Underwriter and its Affiliates and other associates did not exceed 5% of the
voting rights in the Company;
(h) (liability for resales) the Underwriter acknowledges that any resales by it (or any
of its Affiliates) of Sale Shares will be arranged by it (or its Affiliate) as principal and
independently of the Seller, and it will ensure that any resales in any jurisdiction
comply with all applicable laws and that the manner of any resales is such that the
Seller will not be liable in respect of such resales under the laws of any relevant
jurisdiction, whether as a promoter or otherwise;
(i) (no reliance) it has made its own independent enquiry and investigations in
relation to the Sale Shares and the Company and has entered into this Agreement
in reliance solely on its own judgment and not in reliance on any representations or
conduct of the Seller or any of its representatives (other than those expressly set
out in this Agreement);
(j) (no stabilisation or manipulation) neither the Underwriter nor any of its Affiliates
has taken or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or manipulation of
the price of the Sale Shares in violation of any applicable law;
(k) (compliance) the Underwriter and its Affiliates will perform their obligations under
this Agreement, and the Sale will be conducted by them, in accordance with all
applicable laws and regulations in any relevant jurisdiction, provided that it shall not
be in breach of this warranty to the extent any breach is caused by any act or
omission which constitutes a breach by the Seller of its representations, warranties
and undertakings in clause 6.1;
(l) (no directed selling efforts) with respect to those Sale Shares to be offered and
sold in reliance on Regulation S, none of the Underwriter, any of its Affiliates or any
person acting on behalf of any of them has engaged or will engage in any "directed
selling efforts" within the meaning of Rule 902(c) of the U.S. Securities Act;
(m) (no registration) the Underwriter acknowledges that the Sale Shares have not
been and will not be registered under the U.S. Securities Act and may not be

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offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable United States state securities laws;
(n) (no general solicitation or general advertising) none of the Underwriter, its
Affiliates or any person acting on behalf of any of them has solicited offers for or
offered to sell or sold, and none of them will solicit offers for, or offer to sell or sell,
the Sale Shares in the United States using any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the U.S. Securities
Act or in any manner involving a public offering in the United States within the
meaning of Section 4(a)(2) of the U.S. Securities Act;
(o) (broker-dealer affiliates) all offers and sales of the Sale Shares in the United
States by the Underwriter and any of its Affiliates will be effected through its U.S.
registered broker dealer Affiliate;
(p) (U.S. selling restrictions) the Underwriter, its Affiliates and any person acting on
behalf of any of them has offered and sold the Sale Shares, and will offer and sell
the Sale Shares:
(i) in the United States, solely to (A) persons that it reasonably believes to
be QIBs in transactions exempt from the registration requirements of the
U.S. Securities Act pursuant to Rule 144A thereunder, or (B) Eligible U.S.
Fund Managers, in reliance on Regulation S; and
(ii) outside the United States in "offshore transactions" (as defined in Rule
902(h) under the U.S. Securities Act) in reliance on Regulation S,
provided that the Restricted Shares may only be offered and sold in "offshore
transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance
on Regulation S, including in regular brokered transactions on the NZX or the ASX
where neither the Underwriter nor any person acting on its behalf knows, or has
reason to know, that the sale has been pre-arranged with, or the purchaser is, a
person in the United States; and
(q) (accredited investor or outside the United States) the Underwriter is an
institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the U.S. Securities Act or it is not in the United States.
6.3 Reliance: Each party giving a representation and warranty acknowledges that each other
party has relied on the above representations and warranties in entering into this Agreement
and will continue to rely on them in performing its obligations under this Agreement.
6.4 Notification: Each party agrees that it will tell the other party promptly upon becoming
aware of any of the following occurring prior to the completion of the sale of the Sale Shares:
(a) any material change affecting any of the representations and warranties in this
clause; or
(b) any of the representations or warranties in this clause becoming materially untrue
or materially incorrect.

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7. INDEMNITY
7.1 Indemnified parties: Subject to clause 7.2 and 8.1, the Seller agrees with the Underwriter
that it will keep the Underwriter and its related companies (as that term is defined in the
Companies Act 1993 (NZ), read as if the expression "company" includes any body
corporate, wherever incorporated), and their respective directors, officers and employees
("Indemnified Parties") indemnified against any losses, damages, liabilities, costs, claims,
actions and demands (including any reasonable expenses arising in connection therewith)
("Losses") to the extent that such Losses are incurred or made in connection with the Sale
or as a result of a breach of this Agreement by Seller, including any breach of any of the
above representations or warranties given by Seller, and will reimburse the Underwriter for
all out of pocket costs, charges and expenses which its Indemnified Parties may reasonably
pay or incur in connection with investigating, disputing or defending any such action, demand
or claim for which it is indemnified under this Agreement.
7.2 Limitation of indemnity: The indemnity in clause 7.1 does not extend to, and is not to be
taken as an indemnity against, any Losses of an Indemnified Party with respect to any
damage to reputation or to the extent any Losses arise as result of:
(a) any fraud, recklessness, wilful misconduct or gross negligence of any Indemnified
Party, as determined by a court of competent jurisdiction;
(b) any penalty or fine which any Indemnified Party is required to pay for any
contravention of any law;
(c) any amount in respect of which the indemnity would be illegal, void or
unenforceable under any applicable law; or
(d) any breach by the Underwriter of this Agreement, save to the extent such a breach
resulted from an act or omission on the part of the Seller.
7.3 Release: The Seller agrees that no Indemnified Party will have any liability to the Seller, any
of its related bodies corporate or Affiliates or any of their respective directors, officers,
employees, advisers, representatives or agents or any of the Seller's security holders or
creditors for any Loss suffered by any of them in relation to any event to which the indemnity
in clause 7.1 relates, but provided that this release does not apply to the extent that any
Losses result from the matters set out in clause 7.2(a) to (d).
7.4 Notice by Underwriter: The Underwriter will notify the Seller as soon as reasonably
practicable of any proceeding being commenced, or any claim or action being made, against
the Underwriter or any other Indemnified Party, which is reasonably likely to give rise to a
claim against the Seller pursuant to the indemnity under clause 7.1. The failure of the
Underwriter to notify the Seller pursuant to this clause 7.4 will not release the Seller from any
obligation or liability which it may have pursuant to this Agreement except that, if the
Underwriter's failure to notify results in a defence no longer being available to the Seller or a
material increase in the amount payable by the Seller under the indemnity under clause 7.1,
the amount payable to the Indemnified Person under the indemnity in clause 7.1 will be
reduced by the extent to which the Seller would suffer loss or damage as a consequence of
that failure on the part of the Underwriter to notify the Seller.
7.5 Settlement by Indemnified Party: Neither the Seller nor an Indemnified Party may settle
any action, demand or claim to which the indemnity in clause 7.1 relates without the prior

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written consent of the Underwriter or the Seller, as applicable, such consent not to be
unreasonably withheld.
7.6 Continuity of indemnity: The indemnity in clause 7.1 is a continuing obligation, separate
and independent from the other obligations of the parties under this Agreement and survives
termination or completion of this Agreement. It is not necessary for the Underwriter to incur
expense or make payment before enforcing that indemnity.
7.7 United States indemnity: Notwithstanding the limitations on the indemnity in clause 7.2,
such limitations shall not apply in respect of any action, demand or claim under U.S. Law (as
defined below) to the extent that such Losses arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact in any information related to the
Company made public by the Company on the NZX or the ASX on or prior to the Settlement
Date or otherwise provided to one or more investors (either specifically or generally) by, or
with the approval of, the Seller in connection with the Sale or arise out of or are based upon
the omission or alleged omission of a material fact necessary in order to make the
statements in any such information, taken together with the NZX, ASX and other public
disclosures of the Company, in the light of the circumstances under which they were made,
not misleading.
For the purposes of this clause 7.7, "U.S. Law" means all applicable laws, rules and
regulations of the United States and any State or governmental authority or agency thereof
or therein.
7.8 Privity: The parties agree that, for the purposes of Subpart 1 of Part 2 of the Contract and
Commercial Law Act 2017, the indemnity in this clause 7 is intended to confer a benefit on,
and be enforceable by, each Indemnified Party (provided that this Agreement may be varied
by the parties to it without the consent of any Indemnified Party).
8. LIABILITY
8.1 General underwriting losses excluded: Under no circumstances will the Seller be liable for
any Losses incurred or made by the Underwriter solely as a result of any resale of any Sale
Shares acquired from the Seller pursuant to this Agreement.
8.2 Excluded Persons: Under no circumstances will any directors, officers, employees,
managers or advisors of the Seller or any of its Affiliates (together the "Excluded Persons")
be liable to the Underwriter or any other Indemnified Parties in relation to any matter arising
directly or indirectly in connection with this Agreement or the Sale, except to the extent that
such liability arises out of the fraud of any such Excluded Persons. The parties agree that,
for the purposes of Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017, this
clause 8 is intended to confer a benefit on, and be enforceable by, each Excluded Person
(provided that this Agreement may be varied by the parties to it without the consent of any
Excluded Person).
9. EVENTS OF TERMINATION:
9.1 Right of termination: If any of the following events occur prior to 10.00am (New Zealand
time) on the Trade Date (as set out in the Timetable) (or such earlier time as noted in the
specific clause) (the "Risk Period"), then the Underwriter may terminate its obligations under
this Agreement without cost or liability to itself at any time before the expiry of Risk Period,
by giving written notice to Seller:

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(a) NZX actions: NZX or ASX does any of the following:
(i) announces that the Company will be removed from the official list of the
NZX Main Board or ASX or ordinary shares in the Company will be
suspended from quotation (other than with the approval (not to be
unreasonably withheld or delayed), or at the request, of the Underwriter);
(ii) removes the Company from the official list of the NZX Main Board or
ASX; or
(iii) suspends the trading of ordinary shares in the Company for any period of
time (excluding any trading halt put in place in connection with, or to
facilitate, the Sale).
(b) FMA or ASIC inquiry: The FMA or ASIC issues or threatens to issue proceedings
in relation to the Sale or commences, or threatens to commence any inquiry or
investigation in relation to the Sale (other than in respect of the actions of the
Underwriter where such actions are not contemplated by this Agreement).
(c) Restricted actions: The Company, on or prior to the Settlement Date, commits, is
involved in or acquiesces in any activity, which breaches:
(i) its constitution;
(ii) the FMCA (other than as regards its continuous disclosure obligations),
the Takeovers Code or the OIA;
(iii) any exemptions to the operation of the FMCA granted by the FMA in
relation to the sale of the Sale Shares; or
(iv) any other applicable laws or regulations in New Zealand.
(d) Other termination events: Any of the following occurs:
(i) Banking moratorium: A general moratorium on commercial banking
activities in New Zealand, Australia, United States or the United Kingdom
is declared by the relevant central banking authority in any of those
countries, or there is a material disruption in commercial banking or
security settlement or clearance services in any of those countries.
(ii) Breach of Agreement: The Seller is in default of any of the terms and
conditions of this Agreement or breaches any representation or warranty
given or made by it under this Agreement.
9.2 Materiality: No event listed in clause 9.1, entitles the Underwriter to exercise its termination
rights unless, in the reasonable opinion of the Underwriter, it:
(a) has, or would reasonably be expected to have, a material adverse effect on:
(i) the willingness of persons to purchase the Sale Shares; or
(ii) the price at which ordinary shares in the Company are sold on the NZX
Main Board or the ASX; or

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(b) would reasonably be expected to give rise to a liability of the Underwriter under the
FMCA, the Corporations Act or any other applicable law.
9.3 Underwriter Affiliates: The Seller acknowledges that the Underwriter may, and may by law
be required to, perform its obligations under this Agreement in conjunction with, or through,
its Affiliates (including if required for licensing or regulatory purposes).
9.4 Termination by the Seller: If, at any time during the Risk Period, the Underwriter or any of
its Affiliates is in default of any provision of this Agreement or breaches any representation,
warranty or undertaking given or made by it under this Agreement at any time prior to the
allocation of the Sale Shares to transferee(s), then the Seller may at any time before expiry
of the Risk Period by giving written notice to the Underwriter immediately terminate this
Agreement in its entirety without cost or liability to itself including, for the avoidance of doubt,
without obligation to pay any fees to the Underwriter.
9.5 Materiality: The Seller is not entitled to exercise its termination rights under clause 9.4
unless the relevant breach or default by the Underwriter or any of their Affiliates:
(a) has, or would reasonably be expected to have, a material adverse effect on:
(i) the outcome or settlement of the Sale; or
(ii) the price at which the Sales Shares may be sold pursuant to the Sale; or
(b) would reasonably be expected to give rise to a material liability of the Seller or any
of its Affiliates under the FMCA, the Corporations Act or any other applicable law.
9.6 Effect of termination: Where, in accordance with this clause 9, a party terminates its
obligations under this Agreement, then:
(a) that termination is without prejudice to any entitlements or rights, including any
right to be indemnified, that ether party has accrued under the Agreement; and
(b) no fees will be payable to the Underwriter.
10. ANNOUNCEMENTS
10.1 Announcements: Unless required by applicable law, a legal or regulatory authority or
applicable listing rules, and except as required in relation to procedural announcements via
Bloomberg, the prior written consent of Seller must be obtained prior to the Underwriter
making any public release or public announcement in relation to the Sale prior to 60
Business Days after the date of this Agreement and such release or announcement must be
in compliance with all applicable laws, including the securities laws of New Zealand,
Australia, the United States and any other jurisdiction.
11. CONFIDENTIALITY
11.1 Confidentiality: Each party agrees to keep the terms and subject matter of this Agreement
confidential, except:
(a) where disclosure is required by applicable law, a legal or regulatory authority or
applicable listing rules;

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(b) where disclosure is made to an adviser or to a person who must know for the
purposes of this Agreement, on the basis that the adviser or person keeps the
information confidential; or
(c) to a person to the extent reasonably necessary in connection with any actual or
potential claim or judicial or administrative process involving that party in relation to
the Sale.
12. GST AND TAX MATTERS
12.1 GST: The fees payable to the Underwriter under clause 4 exclude GST. The Seller will pay
to the Underwriter an amount equal to any GST that the Underwriter is liable to pay to any
tax authority in respect of any supply by the Underwriter to the Seller under or in connection
with this Agreement, at the same time as and in addition to the consideration otherwise
payable by the Seller for that supply, provided that the Underwriter has issued to the Seller a
valid GST tax invoice (in accordance with the applicable legislation) for that supply.
12.2 Reimbursements: If any amounts payable under or in connection with this Agreement are
calculated by reference to a cost or expense incurred by a party ("Relevant Expense"), the
amount of the Relevant Expense for the purposes of calculating the amount payable must be
reduced by the amount of any input tax credit or other deduction from output tax to which the
party is entitled in connection with that cost or expense.
12.3 Defined terms: In this clause 12, "GST" means goods and services tax chargeable in
accordance with the Goods and Services Tax Act 1985 (New Zealand) or the A New Tax
System (Goods and Services Tax) Act 1999 (Cth), as applicable. Where a party is a
member of a GST group, any reference to that party in this clause 12 should be read as a
reference to the representative member of that group.
12.4 Taxes and other imposts: Subject to clause 12.1, the Underwriter will be solely liable for
payment of all taxes (including but not limited to corporate taxes, personal income tax, fringe
benefits tax, payroll tax, stamp duty, withholding tax, PAYE, turnover tax, and any
subcontractor's taxes) which may be imposed in relation to any fees payable under this
Agreement.
12.5 Withholding Taxes: If the Seller is required in its opinion to withhold any amount in respect
of tax from a payment to be made under this Agreement, it is entitled to do so and such
withholding and payment to the relevant taxing authority will be a good discharge of its
obligation to pay the relevant amount. In the event that the Seller pays an amount without
withholding an amount in respect of tax, the Seller will be indemnified by the Underwriter for
any loss suffered by it as a result of failing to withhold. The Underwriter will provide to the
Seller any information reasonably requested by the Seller for the purposes of allowing the
Seller to satisfy its withholding tax obligations.
12.6 Lowest Price: The parties agree that for the purposes of the financial arrangements rules in
the Income Tax Act 2007:
(a) the amounts payable under this Agreement are the lowest price that they would
have agreed upon with respect to the property and services the subject of this
Agreement at the time this Agreement was executed on the basis of payment in full
at the time at which the first right in the property is to be transferred or the services
provided;

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(b) the amounts payable under this Agreement are the value of the property and
services the subject of this Agreement; and
(c) they will compute their taxable income for the relevant period on the basis that the
amounts payable under this Agreement includes no capitalised interest, and will file
their tax returns accordingly.
For the purposes of this clause, the term "right" in the property shall bear the same meaning
as the term "right" in section YA 1 of the Income Tax Act 2007.
13. MISCELLANEOUS
13.1 Entire agreement: This Agreement and any agreement in relation to fees under clause 4
constitutes the entire agreement of the parties about its subject matter and supersedes all
previous agreements, understandings and negotiations on that matter.
13.2 No contra preferentem: No provision of this Agreement will be construed adversely to a
party solely on the ground that the party was responsible for the preparation of this
Agreement or that provision.
13.3 Governing law: This Agreement is governed by the laws of New Zealand, except that the
interpretation of the exception contained in clause 7.7 shall be governed by and construed in
accordance with the laws of the State of New York, including U.S. federal law as interpreted
therein, without regard to any conflict of laws principles that would indicate the applicability of
the laws of any other jurisdiction. Each party submits to the non-exclusive jurisdiction of
courts exercising jurisdiction in New Zealand, and waives any right to claim that those courts
are an inconvenient forum.
13.4 Severability: Any provision of this Agreement, which is prohibited or unenforceable in any
jurisdiction, will be ineffective as to that jurisdiction to the extent of the prohibition or
unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect
the validity or enforceability of that provision in any other jurisdiction.
13.5 Waiver and variation: A provision of or right vested under this Agreement may not be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties. For clarity, this Agreement may be
varied by the parties to it without the approval of any Indemnified Person or
Excluded Person.
13.6 No assignment: No party may assign its rights or obligations under this Agreement without
the prior written consent of the other party.
13.7 Notices and agreement in writing: Any notice approval, consent, agreement, waiver or
other communication in connection with this Agreement must be in writing. Where this
Agreement contemplates the form of any document being agreed in writing, such agreement
may be by the exchange of emails recording that agreement.
13.8 Affiliates: In this Agreement, the term "Affiliates":
(a) means in relation to a specified person, any other person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, a person; "control" (including the terms "controlled by" and

3909181
"under common control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a person,
whether through the ownership of securities by contract or agency or otherwise
and the term "person" is deemed to include a partnership; and
(b) is agreed to exclude the Company.
13.9 Business Day: In this Agreement, the term "Business Day" means a day on which NZX
and ASX are open for trading in securities and banks are open for general banking business
in Auckland, New Zealand, and any reference to a time is to a time in New Zealand unless
otherwise stated.
13.10 Listing Rules: In this Agreement, the term "Listing Rules" means the listing rules of the
NZX and, to the extent applicable, the ASX Listing Rules.
13.11 Time is of the essence: Time is of the essence in each party's performance of its
obligations under this Agreement.
13.12 Counterparts: This Agreement may be executed in any number of counterparts, including
by the exchange of pdf. copies. All counterparts together will be taken to constitute one
agreement.

Yours sincerely,

[Signature page follow]

EXECUTED by UBS New Zealand Limited by its authorised signatories:


Signature of authorised signatory
Christopher Simcock

Name of authorised signatory






Signature of authorised signatory
Dominic Higgins

Name of authorised signatory



























[Signature page to the block trade agreement]

3909181
Schedule 1

Timetable


Key event TIME (NZT) Date
Bookbuild Opening Time 6:45pm 28 May 2025
Bookbuild Closing Time 11:00pm (or such earlier date
and time as determined by the
Underwriter, and during which
time the Underwriter will also
confirm allocations)
28 May 2025
Trade Date (T) N/A 29 May 2025
Settlement Date (T + 2) N/A 3 June 2025

EBO - Appendix E
Date of
change
Person whose relevant interest changed
Nature of Change
Consideration given in
relation to change
Number of securities
Class
29-Jan-25
UBS AG Australia Branch
Change in right of rehypothecation
N/A
557

Ordinary
29-Jan-25
UBS Asset Management
Buy
68,468
1,792

Ordinary
29-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
163,959

Ordinary
29-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
1
Ordinary
29-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
443

Ordinary
29-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
1
Ordinary
29-Jan-25
UBS Switzerland AG
Stock returned
N/A
(12,959)

Ordinary
29-Jan-25
UBS Switzerland AG
Stock returned
N/A
(163,959)

Ordinary
29-Jan-25
UBS Switzerland AG
Stock returned
N/A
(1)

Ordinary
29-Jan-25
UBS Switzerland AG
Stock returned
N/A
(443)

Ordinary
29-Jan-25
UBS Switzerland AG
Stock returned
N/A
(1)

Ordinary
29-Jan-25
UBS AG London Branch
Sell
15,130
(397)

Ordinary
29-Jan-25
UBS AG London Branch
Buy
1,254
33

Ordinary
29-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
1
Swaps
29-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
11

Swaps
29-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
24

Swaps
29-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
56

Swaps
30-Jan-25
UBS Securities Australia Ltd
Stock returned
N/A
(3,770)

Ordinary
30-Jan-25
UBS Securities Australia Ltd
Stock borrowed
N/A
2,230

Ordinary
30-Jan-25
UBS Securities Australia Ltd
Stock borrowed
N/A
3,770

Ordinary
30-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
2
Ordinary
30-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
106,218

Ordinary
30-Jan-25
UBS Switzerland AG
Stock returned
N/A
(2)

Ordinary
30-Jan-25
UBS AG London Branch
Sell
31,971
(823)

Ordinary
30-Jan-25
UBS AG London Branch
Buy
95,484
2,490

Ordinary
30-Jan-25
UBS AG London Branch
Buy
4,481
115

Ordinary
30-Jan-25
UBS AG London Branch
Sell
88,104
(2,277)

Ordinary
30-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
189

Swaps
30-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
422

Swaps
30-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(7)

Swaps
30-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
209

Swaps
30-Jan-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
148

Swaps
30-Jan-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
231

Swaps
31-Jan-25
UBS Securities Australia Ltd
Stock returned
N/A
(5,001)

Ordinary
31-Jan-25
UBS Securities Australia Ltd
Stock borrowed
N/A
21,000

Ordinary
31-Jan-25
UBS Asset Management
Sell
386,149
(10,750)

Ordinary
31-Jan-25
UBS Switzerland AG
Stock borrowed
N/A
70,991

Ordinary
31-Jan-25
UBS Switzerland AG
Stock returned
N/A
(106,218)

Ordinary
31-Jan-25
UBS Switzerland AG
Stock returned
N/A
(70,991)

Ordinary
31-Jan-25
UBS AG London Branch
Sell
6,455
(4)

Ordinary
31-Jan-25
UBS AG London Branch
Buy
30,772
776

Ordinary
31-Jan-25
UBS AG London Branch
Sell
334,279
(8,423)

Ordinary
31-Jan-25
UBS AG London Branch
Buy
4,461
112

Ordinary
31-Jan-25
UBS AG London Branch
Sell
12,835
(325)

Ordinary
31-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(26)

Swaps
31-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(56)

Swaps
31-Jan-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(20)

Swaps
31-Jan-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
21

Swaps
31-Jan-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
33

Swaps
03-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(1,999)

Ordinary
03-Feb-25
UBS Asset Management
Buy
155,037
3,895

Ordinary
03-Feb-25
UBS AG London Branch
Buy
9,108
230

Ordinary
03-Feb-25
UBS AG London Branch
Sell
160,602
(4,052)

Ordinary
03-Feb-25
UBS AG London Branch
Buy
4,766
120

Ordinary
03-Feb-25
UBS AG London Branch
Sell
209,095
(5,269)

Ordinary
03-Feb-25
UBS Fund Management (Switzerland) AG
Buy
70,963
1,783

Ordinary
03-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(9)

Swaps
03-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(23)

Swaps
03-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
153

Swaps
03-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
248

Swaps
04-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(1,554)

Ordinary
04-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
8,000

Ordinary
04-Feb-25
UBS AG London Branch
Buy
19,285
483

Ordinary
04-Feb-25
UBS AG London Branch
Sell
147,413
(3,691)

Ordinary
04-Feb-25
UBS AG London Branch
Buy
4,777
118

Ordinary
04-Feb-25
UBS AG London Branch
Sell
126,972
(3,130)

Ordinary
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(7)

Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
7
Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(171)

Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(387)

Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
64

Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
141

Swaps
04-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(29)

Swaps
04-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
136

Swaps
04-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
207

Swaps
05-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(2,230)

Ordinary
05-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(2,216)

Ordinary
05-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
17,000

Ordinary
05-Feb-25
UBS Asset Management
Sell
41,599
(1,005)

Ordinary
05-Feb-25
UBS AG London Branch
Buy
2,327
57

Ordinary
05-Feb-25
UBS AG London Branch
Sell
400,172
(9,699)

Ordinary
05-Feb-25
UBS AG London Branch
Buy
4,922
119

Ordinary
05-Feb-25
UBS AG London Branch
Sell
58,370
(1,411)

Ordinary
05-Feb-25
UBS AG London Branch
Buy
197,181
4,773

Ordinary
05-Feb-25
UBS AG London Branch
Sell
244,268
(5,912)

Ordinary
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
111

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
1,676

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
227

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(7)

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(73)

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(163)

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
307

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
673

Swaps
05-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
(4,773)

Swaps
05-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(11)

Swaps
05-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
138

Swaps
05-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
221

Swaps
06-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(5,392)

Ordinary
06-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
4,230

Ordinary
06-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
2,770

Ordinary
06-Feb-25
UBS Switzerland AG
Stock borrowed
N/A
2
Ordinary
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(373)

Swaps
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
169

Swaps
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(6)

Swaps
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
2
Swaps
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
6
Swaps
06-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(16)

Swaps
07-Feb-25
UBS Securities Australia Ltd
Stock returned
N/A
(5,595)

Ordinary
07-Feb-25
UBS Asset Management
Buy
121,327
2,934

Ordinary
07-Feb-25
UBS Switzerland AG
Stock borrowed
N/A
196,731

Ordinary
07-Feb-25
UBS Switzerland AG
Stock borrowed
N/A
1
Ordinary
07-Feb-25
UBS Switzerland AG
Stock returned
N/A
(196,731)

Ordinary
07-Feb-25
UBS Switzerland AG
Stock returned
N/A
(1)

Ordinary
07-Feb-25
UBS AG London Branch
Buy
294,094
7,102

Ordinary
07-Feb-25
UBS AG London Branch
Sell
83,038
(2,015)

Ordinary
07-Feb-25
UBS AG London Branch
Buy
268,861
6,466

Ordinary
07-Feb-25
UBS AG London Branch
Sell
321,169
(7,751)

Ordinary
07-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
(6,466)

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(569)

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
16

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(12)

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
(27)

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
126

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
276

Swaps
07-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
2
Swaps
07-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
287

Swaps
07-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
455

Swaps
10-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
1,405

Ordinary
10-Feb-25
UBS Securities Australia Ltd
Stock borrowed
N/A
5,595

Ordinary
10-Feb-25
UBS Switzerland AG
Stock borrowed
N/A
16,532

Ordinary
10-Feb-25
UBS Switzerland AG
Stock returned
N/A
(2)

Ordinary
10-Feb-25
UBS AG London Branch
Buy
4,791
115

Ordinary
10-Feb-25
UBS AG London Branch
Buy
193,382
4,671

Ordinary
10-Feb-25
UBS AG London Branch
Sell
70,442
(1,691)

Ordinary
10-Feb-25
UBS AG London Branch
Sell
138,471
(3,331)

Ordinary
10-Feb-25
UBS AG London Branch
Buy
46,312
1,112

Ordinary
10-Feb-25
UBS AG London Branch
Buy
279,600
6,716

Ordinary
10-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
90

Swaps
10-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
136

Swaps
10-Feb-25
UBS AG London Branch
Enter Into Derivative Contract
N/A
(1,112)

Swaps
10-Feb-25
UBS Securities Australia Ltd
Enter Into Derivative Contract
N/A
2
Swaps