ANNEX A
“Qualified Institutional Buyer”
means:
(1) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees;
(e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974;
(f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans;
(g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (the “Investment Advisers
Act”);
(h) Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in
Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or
similar business trust; and
(i) Any
investment adviser registered under the Investment Advisers Act.
(2) Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided,
that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer;
(3) Any dealer
registered pursuant to Section 15 of the Exchange Act acting in a riskless
principal transaction on behalf of a qualified institutional buyer;
(4) Any
investment company registered under the Investment Company Act, acting for its
own account or for the accounts of other qualified institutional buyers, that
is part of a family of investment companies which own in the aggregate at least
$100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies. “Family of investment companies” means any
two or more investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of shares of one
or more registered investment companies, that have the same investment adviser
(or, in the case of unit investment trusts, the same depositor),
provided that, for purposes of this subparagraph:
(a) Each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and
(b) Investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor);
(5) Any entity,
all of the equity owners of which are qualified institutional buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and
(6) Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution.
For purposes of the foregoing definition:
(1)
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps.
(2)
The aggregate
value of securities owned and invested on a discretionary basis by an entity
shall be the cost of such securities, except where the entity reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published. In the latter event, the
securities may be valued at market for purposes of this section.
(3)
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise.
(4)
“Riskless principal transaction” means a
transaction in which a dealer buys a security from any person and makes a
simultaneous offsetting sale of such security to a qualified institutional
buyer, including another dealer acting as riskless principal for a qualified
institutional buyer.
* * * * * *
“U.S. person” means:
(1)
Any
natural person resident in the United States;
(2) Any
partnership or corporation organized or incorporated under the laws of the United
States;
(3) Any
estate of which any executor or administrator is a U.S. person;
(4) Any
trust of which any trustee is a U.S. person;
(5) Any
agency or branch of a foreign entity located in the United States;
(6) Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;
(7) Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and
(8) Any
partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.
* * * * * *
“Non-U.S. qualified offeree” means:
(1)
in relation to each member state of the
European Economic Area (the “EEA”):
(a)
any legal entity which is a qualified
investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”); or
(b)
any other entity in any other circumstances
falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the Notes shall require the Company or the Dealer
Managers to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation; and
(2)
in relation to each member state of the EEA,
not a retail investor. For the purposes of this provision the expression “retail
investor” means a person who is one (or more) of the following:
(a)
a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or a customer within the meaning of
Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or
(b)
not a qualified investor as defined in the
Prospectus Regulation; or
(3)
in relation to an investor in the
United Kingdom:
(a)
any person who has professional experience
in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”);
or
(b)
any person falling within Articles 49(2)(a)
to (d) of the Financial Promotion Order;
or
(c)
any person to whom an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000, as amended) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or caused
to be communicated; or
(4)
in relation to an investor in The Netherlands, qualified investors (gekwalificeerde beleggers) as defined
in Article 1:1 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht), or
(5)
any entity outside the U.S., the EEA and the United Kingdom to whom the
offers related to
the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.
“Argentine Entity Offeree”
means:
A beneficial owner of Old Notes who is any of the following:
(1)
corporations, including
sole-member corporations, limited partnerships, in the portion that corresponds
to limited partners, simplified stock corporations governed by Title III of Law
No. 27,349 incorporated in Argentina, and limited liability companies;
(2)
associations, foundations, cooperatives, entities governed
by civil law
and mutual aid nonprofits organized in Argentina in so far as the
Argentine Income Tax Law does not afford them another treatment for tax
purposes;
(3)
state-owned companies, for the
portion of earnings that are not exempt from income tax; entities and
organizations referred to in Section 1 of Law No. 22,016;
(4)
trusts set up in Argentina in
conformity with the provisions under the Argentine Civil and Commercial Code
except for those where trustors are also beneficiaries (unless
settlor-beneficiaries are Nonresident (as defined below) or the trust is a
financial trust);
(5)
financial trusts pursuant to the Argentine Civil and Commercial Code, as amended by Law
27,440 only to the extent that participation certificates and/or debt
securities had not been placed through a public offering authorized by the
Comisión Nacional de Valores, the Argentine Securities Commission (“CNV”);
(6)
closed-end mutual funds organized in
Argentina only to
the extent that the quota shares had not been placed through a public offering
authorized by the CNV;
(7)
the companies included in Sub-section b) of Section 53 and the trusts comprised in Sub-section c) of Section 53 of the
Argentine Income Tax Law, who opt for paying tax in accordance with the
provisions applicable to stock companies and thus satisfy the requirements for
exercising such option; and
Argentine permanent establishments of foreign persons.
* * * * * *
“Non-Cooperating Jurisdiction Offeree” means:
Beneficial owners of the Old Notes who are nonresidents (i.e., persons that do
not qualify as tax residents under Section 116 of the Argentine Income Tax Law,
the “Nonresidents”) and
are residents of (a) any jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or (b) any
jurisdiction that has otherwise been designated as a non-cooperating
jurisdiction (jurisdicción no cooperante),
in each case as determined under applicable Argentine law or regulation.
Section 19 of the Argentine Income Tax Law defines “non-cooperating
jurisdictions” as those countries or jurisdictions that have
not entered into
a tax information exchange agreement with
Argentina or into an agreement
to avoid international double taxation including broad exchange of
information provisions. Likewise, countries having entered into an agreement
with Argentina with the above mentioned scope, but which do not effectively
comply with the exchange of information are considered “non-cooperating
jurisdictions”. In addition, the aforementioned agreements must comply with the
international standards of transparency and exchange of information on fiscal
matters to which Argentina has committed
itself.
Section 24 of Decree No. 862/19 lists the “non-cooperating jurisdictions” for
Argentine tax purposes as of the date of this letter. Argentine tax authorities
are required to report updates to the Ministry of Finance to modify this list:
1. Bosnia and Herzegovina
2. Brecqhou
3. Burkina Faso
4. State of Eritrea
5. Vatican City State
6. State of Libya
7. Independent State of Papua New Guinea
8. Plurinational State of Bolivia
9. British Overseas Territories Saint Helena, Ascension and Tristan da Cunha
10. Sark Island
11. Solomon Islands
12. Federated States of Micronesia
13. Mongolia
14. Montenegro
15. Kingdom of Bhutan
16. Kingdom of Cambodia
17. Kingdom of Lesotho
18. Kingdom of Eswatini (Swaziland)
19. Kingdom of Thailand
20. Kingdom of Tonga
21. Hashemite Kingdom of Jordan
22. Kyrgyz Republic
23. Arab Republic of Egypt
24. Syrian Arab Republic
25. People´s Democratic Republic of Algeria
26. Central African Republic
27. Cooperative Republic of Guyana
28. Republic of Angola
29. Republic of Belarus
30. Republic of Botswana
31. Republic of Burundi
32. Republic of Cabo Verde
33. Republic of Côte d'Ivoire
34. Republic of Cuba
35. Republic of the Philippines
36. Republic of Fiji
37. Republic of The Gambia
38. Republic of Guinea
39. Republic of Equatorial Guinea
40. Republic of Guinea-Bissau
41. Republic of Haiti
42. Republic of Honduras
43. Republic of Iraq
44. Republic of Kenya
45. Republic of Kiribati
46. Republic of the Union of Myanmar
47. Republic of Liberia
48. Republic of Madagascar
49. Republic of Malawi
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50. Republic of Maldives
51. Republic of Mali
52. Republic of Mozambique
53. Republic of Namibia
54. Republic of Nicaragua
55. Republic of Palau
56. Republic of Rwanda
57. Republic of Sierra Leone
58. Republic of South Sudan
59. Republic of Suriname
60. Republic of Tajikistan
61. Republic of Trinidad and Tobago
62. Republic of Uzbekistan
63. Republic of Yemen
64. Republic of Djibouti
65. Republic of Zambia
66. Republic of Zimbabwe
67. Republic of Chad
68. Republic of the Niger
69. Republic of Paraguay
70. Republic of the Sudan
71. Democratic Republic of São Tomé and Príncipe
72. Democratic Republic of Timor-Leste
73. Republic of the Congo
74. Democratic Republic of the Congo
75. Federal Democratic Republic of Ethiopia
76. Lao People's Democratic Republic
77. Democratic Socialist Republic of Sri Lanka
78. Federal Republic of Somalia
79. Federal Democratic Republic of Nepal
80. Gabonese Republic
81. Islamic Republic of Afghanistan
82. Islamic Republic of Iran
83. Islamic Republic of Mauritania
84. People's Republic of Bangladesh
85. Republic of Benin
86. Democratic People's Republic of Korea
87. Socialist Republic of Vietnam
88. Togolese Republic
89. United Republic of Tanzania
90. Sultanate of Oman
91. British Overseas Territory Pitcairn, Henderson, Ducie and Oeno Islands
92. Tuvalu
93. Union of the Comoros
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