General

Each Holder participating in the Tender Offers will be deemed to have provided certain representations in respect of the jurisdictions referred to below and generally as set forth in this Offer to Purchase. Any tender of Notes from a Holder that is unable to make these representations will not be accepted. Each of the Company and the Dealer Manager reserves the right, in its absolute discretion, to investigate in relation to any tender of Notes whether any such representation given by a Holder is correct, and if such investigation is undertaken and as a result the Company determines (for any reason) in its sole discretion that such representation is not correct, such tender or delivery will not be accepted.

Australia

Each of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery is not, and is not intended to be, a disclosure document within the meaning of Section 9 of the Corporations Act 2001 (Cth) (the “Corporations Act”) or a product disclosure statement for the purposes of Chapter 7 of the Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document or a product disclosure statement (within the meaning of Section 9 or Chapter 7 of the Corporations Act, respectively, and other applicable provisions of Australian law).

No prospectus or other disclosure document (within the meaning of Section 9 of the Corporations Act) in relation to the Tender Offers has been lodged with the Australian Securities and Investments Commission (“ASIC”), the ASX Limited (operator of the Australian Securities Exchange) (the “ASX”) or any other regulatory body or agency in Australia and neither this Offer to Purchase or the Letter of Transmittal complies with Division 5A of Part 7.9 of the Corporations Act. In addition:

• no offers or applications will be made or invited for the purchase of any Notes (including an offer or invitation which is received by a person in Australia); and
• this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery or any other offering material or advertisement relating to the Tender Offers will not be distributed or published in Australia,

You have been sent this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery on the basis that, amongst other matters, if you are a resident of Australia, you are a wholesale client for the purposes of Section 761G of the Corporations Act or otherwise a person to whom disclosure is not required under Part 6D.2 or Part 7.9 of the Corporations Act.

Canada

Holders that are resident in Canada are advised that the information contained within this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery has not been prepared with regard to matters that may be of particular concern to residents of Canada and does not provide a description of the Canadian tax considerations that may be relevant to a decision to tender Notes. Accordingly, Canadian residents should consult with their own legal, financial and tax advisers concerning the information contained within this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their particular circumstances.

United Kingdom

The communication of this Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order), or to other persons to whom it may lawfully be communicated in accordance with the Order.

Belgium

The Tender Offers do not constitute public offerings within the meaning of Articles 3, §1, 1° and 6 of the Belgian Law of 1 April 2007 on public takeover bids (as amended from time to time) (the “Belgian Takeover Law”). The Tender Offers are exclusively conducted under applicable private placement exemptions and have therefore not been, and will not be, notified to, and neither this Offer to Purchase nor any other document or material relating to the Tender Offers has been, or will be, approved by the Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten. Accordingly, the Tender Offers, this Offer to Purchase, any memorandum, information circular, brochure or any similar documents relating to the Tender Offers may only be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium who qualify as a “Qualified Investor” as referred to in Article 6, §3, 1° of the Belgian Takeover Law, and who is acting for its own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. This Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offers are not being made, directly or indirectly, to the public in France. Neither this Offer to Purchase nor any other documents or offering materials relating to the Tender Offers, has been or shall be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals and/or (ii) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million or whose annual headcount exceeds 50, acting for their own account, all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offers. This Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Switzerland

Neither this Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Tender Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Tender Offers.