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Definition of U.S. person under Regulation S

Under Rule 902 of Regulation S under the United States Securities Act of 1933, as amended, the term U.S. person means:

  • any natural person resident in the United States;
  • any partnership or corporation organized or incorporated under the laws of the United States;
  • any estate of which an executor or administrator is a U.S. person;
  • any trust of which any trustee is a U.S. person;
  • any agency or branch of a foreign entity located in the United States;
  • 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;
  • any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (in an individual) resident in the United States; and
  • 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) promulgated under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

  • any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
  • any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (b) the estate is governed by foreign law;
  • any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion;
  • with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
  • an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
  • any agency or branch of a U.S. person located outside the United States if: (a) the agency or branch operates for valid business reasons; and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
  • the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
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The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada or Japan or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

In addition, the materials do not constitute or form part of anoffer of securities for sale in Singapore and have not been registered as a prospectus with the Monetary Authority of Singapore (as defined in the Securities and Futures Act 2001 of Singapore (“SFA”)). Accordingly, the materials may not be circulated or distributed, nor may the securities be offered or sold, or made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore, other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person under Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA, in each case subject to compliance with the conditions set forth in the SFA and the regulations made thereunder (“Relevant Singapore Investors”).

The materials are only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (“Qualified Investors”). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or who are high net worth entities falling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this document relates is available only to relevant persons in the United Kingdom, Qualified Investors in any member state of the European Economic Area and Relevant Singapore Investors, and will only be engaged with such persons.

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