Share Option Transaction
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Date:
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August 20, 2025
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To:
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ATLAS INVESTISSEMENT S.A.S., a French "société par actions simplifiée" validly incorporated and duly existing under the laws of France, having its registered office located at 16 rue de la Ville L'Evêque 75008 Paris, France, registered under number 908 070 188 at the "Registre du Commerce et des Sociétés" of Paris ("Counterparty")
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From:
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NATIXIS, a French "société anonyme", authorised as a credit institution and an investment services provider, having its registered office at 7, promenade Germaine Sablon, 75013 Paris, France, registered under number 542 044 524 at the "Registre du Commerce et des Sociétés" of Paris ("Bank")
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Trade Date: |
August 20, 2025
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Shares: |
The common share of the Issuer (ISIN Code: LU0038705702 TIGO, CUSIP: L6388F110)
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Issuer: |
Millicom International Cellular S.A., a Luxembourg "société anonyme", having its registered office at L-2330 Luxembourg, 148-150, boulevard de la Pétrusse, Luxembourg, and registered to the RCS Luxembourg under the registration number B 40630
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Number of Options: |
In respect of all Tranches of each of Call Options 1 and Call Options 2, 1,111,111
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per Tranche i: |
In respect of:
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(i) |
Tranche 1 to Tranche 39 of Call Options 1 and Call Options 2, 27,777;
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(ii) |
Tranche 40 of Call Options 1 and Call Options 2, 27,808
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Option Entitlement: |
1 Share per Option
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Number of Tranches: |
40
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Initial Reference Price: |
The volume weighted average price per Share in USD (including brokerage fees) at which Bank establishes its initial Hedge Positions during the Initial Hedging Period by purchasing a number of Shares equal to its initial Hedge Positions in accordance with the Trading Guidelines.
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Initial Hedging Period: |
The period commencing on, and including, the Trade Date and ending on, and including, the earliest of the following dates (the "Initial Hedging Period End Date"):
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(i) |
The 10th Exchange Business Day following the Trade Date (the "Initial Hedging Cut Off Date"); and
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(ii) |
the Exchange Business Day on which Bank has established its initial Hedge Positions under the Transaction
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Transaction Supplement: |
The supplement to this Confirmation which is to set out certain details relating to this Transaction substantially in the form set out in Annex 1 hereto. The Transaction Supplement and the terms and conditions specified therein shall be effective and binding on the parties (absent any fraud or manifest error) from the date it is delivered by Bank to Counterparty in accordance with the terms of this Confirmation, provided that the relevant computations setting out the details of the information therein will be provided to Counterparty at the same time as the Transaction Supplement.
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Trading Guidelines: |
With respect to any trading in the Shares by Bank to establish its initial Hedge Positions under the Transaction during the Initial Hedging Period, the following trading guidelines shall apply:
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(i) |
Bank may purchase Shares on or off any Trading Venue (including through block trades), as if the conditions of paragraphs (b)(1)-(4) of Rule 10b-18 ("Rule 10b-18") under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") were deemed to apply to this Confirmation;
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(ii) |
Bank will use Kepler Cheuvreux SA, Paris (the "Broker") for any purchases of Shares under these Trading Guidelines during the Initial Hedging Period;
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(iii) |
subject to the authorized block transactions referred to in (iv) below, the number of Shares purchased by Bank on any Exchange Business Day on any Trading Venue during the Initial Hedging Period will not exceed the percentage (the “Market Purchase Percentage”) of the applicable Average Daily Trading Volume set out in Annex 3; and
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(iv) |
Bank may purchase Shares through a block (as such term is defined in Rule 10b-18) once per week during the Initial Hedging Period, it being understood that (x) in respect of any block trade to be executed by the Broker for the account of Bank in respect of this Transaction, the number of Shares purchased by Bank through the block trade will be at least equal to the percentage (the “Block Trade Percentage”) of the applicable Average Daily Trading Volume set out in Annex 3 and an approximately equal number of
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(i) |
on any Exchange Business Day, Bank may not execute initial Hedge Positions at a price per Share (excluding for the avoidance of doubt brokerage costs) exceeding the price notified by Counterparty to Bank; and
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(ii) |
to establish the initial Hedge Positions, Bank may not purchase on a given Exchange Business Day more than a specified percentage of the daily trading volume of the Shares (such specified percentage as notified by Counterparty to Bank).
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- |
one (1) hour after the time at which such notice sent to Bank is effective on the relevant Exchange Business Day; and
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the time on such Exchange Business Day at which Bank sends an e-mail to Counterparty confirming that such limit becomes immediately effective,
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Exchange: |
Nasdaq Global Select Market
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Related Exchange: |
All Exchanges
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Clearance System: |
The principal clearance system customarily used for settling trades in the Shares on any Settlement Daten (if any)
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Option Type: |
Call
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Option Style: |
European
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Buyer: |
Counterparty
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Seller: |
Bank
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Strike Price: |
As set out in Annex 3
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Option Type: |
Call
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Option Style: |
European
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Buyer: |
Bank
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Seller: |
Counterparty
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Strike Price: |
As set out in Annex 3
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Premium per Option: |
As set out in Annex 3
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Premium Payment Date: |
Three Currency Business Days following the Initial Hedging Period End Date
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Expiration Time: |
Valuation Time
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Expiration Date: |
In respect of a Tranche i, the related Expiration Date i, as specified in Annex 2 to this Confirmation
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Automatic Exercise: |
Applicable, it being however specified notwithstanding anything to the contrary in the Equity Definitions, (a) the settlement of each Tranche i will occur in accordance with the “Settlement Terms” provided below and (b) (x) that Section 3.4 (a) and (b) of the Equity Definitions shall be amended by deleting the following "unless Buyer notifies Seller or, if applicable, Seller's Agent (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply" such that the Buyer may not notify the Seller for the Automatic Exercise not to apply and (y) that the Buyer may not exercise the relevant Option if it is not “In-the-Money” on the relevant Expiration Date i.
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In-the-Money |
Means that the Reference Price is equal to or greater than relevant Strike Price relating to Call Option 1 or to Call Option 2, as applicable.
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Reference Price |
Means:
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(a) |
in the event of a Cash Settlement, the volume-weighted average price at which the Bank unwinds its Hedge Positions in connection with the Cash Settlement relating to such Tranche i, provided that
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(b) |
in the event of Physical Settlement, the price per Share as of the Valuation Time on the relevant Valuation Date,
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Market Disruption Event: |
Section 6.3(a) of the Equity Definitions shall be amended by adding the words "or (iv) a Liquidity Event" after sub-clause (iii) thereof
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Liquidity Event: |
Upon the occurrence of a Liquidity Event (as defined in Annex 3), the Calculation Agent may, acting in a commercially reasonable manner, adjust the Number of Tranches, the Number of Options per Tranche i and the related Expiration Dates i, Settlement Datesn or Cash Settlement Payment Datesn (as the case may be) to take into account the liquidity of the Shares on the Exchange and to ensure that such adjustments are likely to be sufficient to allow Bank to unwind its Hedge Positions by trading Shares on the Trading Venues in an orderly manner on or around the Expiration Date i of each Tranche i
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Exchange Daily Volume: |
In respect of any Exchange Business Day, the daily volume (including the opening and closing auctions but excluding block trades) of the Shares traded on the Exchange on the relevant Exchange Business Day, as published on Bloomberg screen TIGO US Equity HP or any successor or replacement screen
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Disrupted Day: |
The definition of "Disrupted Day" in Section 6.4 of the Equity Definitions shall be amended by adding the following sentence after the first sentence: "A Scheduled Trading Day will not be a Disrupted Day if Bank determines that such failure or such occurrence will not have an
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Valuation Time: |
In respect of a Tranche i, the Scheduled Closing Time on the Exchange on the relevant Valuation Date for that Tranche i
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Valuation Date: |
In respect of a Tranche i, the Expiration Date i
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Settlement Method Election: | (i) | in respect of Call Options 1: applicable, provided that the settlement method elected by the Electing Party on the Settlement Method Election Date shall apply to all Tranches; and |
(ii) |
in respect of Call Options 2: only Cash Settlement will be applicable
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Electing Party: |
Counterparty
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Settlement Method Election Date: |
The second Scheduled Trading Day immediately preceding the Expiration Date 1, provided where the Counterparty so elects, it will be deemed to make at such time the representation in paragraph 6.1(i) below
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Default Settlement Method: |
In respect of Call Options 1, (x) Physical Settlement subject to (y) if, on any Expiration Date i at the opening of business on such date, the Opening Threshold Price on the relevant date is equal to or higher than the amount set out in Annex 3 (the “Cap Price”), Cash Settlement will be applicable to the relevant Tranche i;
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Settlement Currency: |
USD
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Settlement Price |
Means for each Call Option 1 and Call Option 2 respectively:
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(i) |
in case Cash Settlement is applicable, the volume-weighted average price at which the Bank unwinds its Hedge Positions in connection with the Cash Settlement relating to such Tranche i, provided that the Bank shall make its best efforts to achieve a price , for such Tranche i, equal to the VWAP of the Share on the relevant Valuation Date on which the Bank unwinds its Hedge Positions, provided further that if the Bank does not have any Hedge Positions to unwind in connection with the Cash Settlement relating to such Tranche i, the Reference Price shall be the price per Share as of the Valuation Time on the relevant Valuation Date; and
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(ii) |
in case Physical Settlement is applicable, the Strike Price of the Call Options 1,
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Settlement Date: |
In respect of a Tranche i, if Physical Settlement is applicable, each date (a “Settlement Daten”) specified in Annex 2 to this Confirmation (except that if such date is not a Business Day, it shall be the next Clearance System Business Day that is also a Business Day)
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Cash Settlement Payment Date: |
In respect of a Tranche i, if Cash Settlement is applicable, each date (a “Cash Settlement Payment Daten”) specified in Annex 2 to this Confirmation (except that if such date is not a Business Day, it shall be the next Clearance System Business Day that is also a Business Day)
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Physical Settlement: |
It is specified that any Physical Settlement hereunder is subject to the delivery-versus-payment, provided that in respect of each Tranche i, if both the Call Options 1 and the Call Options 2 are In-the-Money and if Physical Settlement applies to Call Options 1, the delivery-versus-payment shall apply to the delivery obligation due by Bank under Call Options 1 and the sum of the payment obligations under Call Options 1 and Call Options 2.
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Dividends: |
As set out in Annex 3.
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Method of Adjustment: |
Calculation Agent Adjustment
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Share-for-Share: |
Modified Calculation Agent Adjustment
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Share-for-Other: |
Modified Calculation Agent Adjustment
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Share-for-Combined: |
Modified Calculation Agent Adjustment
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Determining Party: |
Bank
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Tender Offer: |
Applicable
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Share-for-Share: |
Modified Calculation Agent Adjustment
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Share-for-Other: |
Modified Calculation Agent Adjustment
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Share-for-Combined: |
Modified Calculation Agent Adjustment
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Determining Party: |
Bank
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Announcement Event:
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If an Announcement Event occurs, the Calculation Agent shall determine the economic effect of the Announcement Event on the theoretical value of the Transaction (including without limitation to account for any change in volatility, stock loan rate or liquidity relevant to the Shares or to the Transaction) (i) at a time that it deems appropriate, from a commercially reasonable period of time prior to or after the Announcement Date to the date of such determination (the “Determination Date”), or (ii) on a Valuation Date or on a date on which a payment amount is determined pursuant to Section 6 of the Agreement or Sections 12.7 or 12.8 of the Equity Definitions, from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to a Valuation Date or the date on which a payment amount is determined pursuant to Section 6 of the Agreement or Sections 12.7 or 12.8 of the Equity Definitions. If any such economic effect is material, the Calculation Agent may either (i) adjust the terms of the Transaction to reflect such economic effect or (ii) only if the Calculation Agent determines that no such adjustment can be made, terminate the Transaction, in which case the Determining Party will determine the Cancellation Amount payable by one party to the other; provided that the reference in Section 12.8(a) of the Equity Definitions to “Extraordinary Event” shall be replaced for this purpose with a reference to “Announcement Event.” “Announcement Event” shall mean the occurrence of the Announcement Date of a Merger Event or Tender Offer or of a potential Merger Event or potential Tender Offer, or any publicly announced change or amendment to any such announced transaction or event (including any announcement relating to the abandonment thereof).
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Announcement Date:
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The definition of “Announcement Date” in Section 12.1 of the Equity Definitions shall be amended by (i) replacing the word “leads to the” in the third and the fifth lines thereof with the words “, if completed, would lead to a”, (ii) replacing the words “voting shares” in the fifth line thereof with the word “Shares”, (iii) inserting the words “by the Issuer or any Valid Entity” after the word “announcement” in the second and the fourth lines thereof and (iv) replacing the words “a firm” with the words “bona fide” in the second and fourth lines thereof.
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Valid Entity:
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In respect of any transaction, any party (or their respective affiliates or agents) that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed
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that in determining whether such party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such party on the Shares and/or options relating to the Shares).
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Consideration: |
Not applicable
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or Delisting: |
Cancellation and Payment (Calculation Agent Determination)
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Determining Party: |
Bank
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Change in Law: |
Applicable, provided Section 12.9(a)(ii) of the 2002 Definitions is replaced in its entirety by the words:
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“‘Change in Law’ means that, on or after the Trade Date of this Transaction (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of, or any change in the interpretation or announcement or public statement of the formal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority): (X) the Calculation Agent determines in good faith that it has become illegal for a Hedging Party to hold, acquire or dispose of any of its Hedge Positions relating to such Transaction; or (Y) the Calculation Agent determines that either the adoption or change described in (A) above or the promulgation or change described in (B) above has resulted in an increased amount of tax, duty, expense or fee (other than brokerage commissions) for a Hedging Party to (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any of its Hedge Positions or (ii) realize, recover or remit the proceeds of such Hedge Positions, which amount such Calculation Agent in good faith determines to be material (relative to the position on the Trade Date), provided that this Section 12.9(a)(ii) shall not apply if the Calculation Agent determines that such party could have taken reasonable steps to avoid such illegality.”
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Failure to Deliver: |
Applicable if Physical Settlement is applicable
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Insolvency Filing: |
Applicable
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Hedging Disruption: |
Applicable
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Hedging Party: |
Bank
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Increased Cost of Hedging: |
Applicable, provided that the Increased Cost of Hedging does not result from a Change in Law
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Hedging Party: |
Bank
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Loss of Stock Borrow: |
Not applicable
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Increased Cost of Stock Borrow: |
Not Applicable
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Determining Party: |
Bank
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Maximum Stock Loan Rate: |
Not Applicable.
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Initial Stock Loan Rate: |
Not Applicable.
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Non Reliance: |
Applicable
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Regarding Hedging Activities: |
Applicable
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Additional Acknowledgments: |
Applicable
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3. | Calculation Agent: | Bank |
Account for payments to Bank: |
Bank: Deutsche Bank Trust Company Americas
Fedwire: [***] Swift code: [***] Account number: [***] |
Shares from Bank: |
Custodian: Bank of New-York Mellon, New York
BIC Custodian: [***] Seller: Natixis, Paris (NATXFRPPMAR) Account: [***] Place of Settlement: The Depository Trust Company ([***]) DTC: [***] Institutional & Agent ID [***] |
to Counterparty: |
As communicated in writing by Counterparty to Bank from time to time
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Shares to Counterparty: |
As communicated in writing by Counterparty to Bank from time to time
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Transaction is: |
Head office in Paris
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Transaction is: |
Head office in Paris
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(a) |
Counterparty has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, this Confirmation and the Transaction, and such entry into, delivery and performance (x) do not violate or conflict with any law applicable to it, any provision of its articles of association (statuts) (y) nor constitute a breach of any obligation or result in a default under any agreement to which it is subject or by which it is, or its property are, bound;
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(b) |
it will give the Transaction the appropriate accounting and financial treatment for purposes of its audited financial statements prepared in accordance with accounting principles that are generally accepted in France;
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(c) |
it shall not transfer its head or registered office outside of France;
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(d) |
it shall not, without the prior written consent of Bank, (x) modify the terms of documentation (other than administrative details) for any Other Share Option Transaction, nor (y) request from any other party to the Other Share Option Transaction any modification or waiver of its rights under such documentation for the relevant Other Share Option Transaction, nor (z) provide any other party to such Other Share Option Transaction with more rights than the rights that Bank benefits from the Agreement and this Confirmation;
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(e) |
it shall not directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period, except pursuant to an Other Share Option Transaction;
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(f) |
without the prior written consent of Bank, it shall not directly or indirectly purchase or sell any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares during each Expiration Date i, except (i) pursuant to an Other Share Option Transaction or (ii) where the price for such Shares or securities on any such Expiration Date i is at least 10% lower than the Call Options 1 related Strike Price;
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(g) |
the purchase or writing of the Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act;
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(h) |
it is currently and will continue for the duration of the Transaction to be in compliance with its reporting obligations with respect to this Transaction under Section 13(d) and (g) (as applicable) of the Exchange Act;
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(i) |
it is not entering into this Transaction (x) on the basis of, and is not aware of, any material non-public information with respect to the Shares, (y) in anticipation of, in connection with, or to facilitate, an issuer tender offer (as defined under Rule 13e-4 under the Exchange Act) or (z) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares);
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(j) |
(x) it is entering into this Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of and Rule 10b-5 under the Exchange Act or any other antifraud or anti-manipulation provisions of the federal or applicable U.S. state securities laws and Counterparty
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(k) |
Counterparty represents to and agrees with Bank that Counterparty will not engage in any “distribution” (as defined in Regulation M under the Exchange Act (“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during the Initial Hedging Period with respect to the Shares or any security with respect to which the Shares are a “reference security” (as such term is defined in Regulation M);
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(l) |
it shall comply at any time with all laws and regulations applicable to the Transaction, including laws and regulations on market abuses and market disclosure requirements; and
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(m) |
(a) it, nor any of its directors, has or have engaged in an activity or taken any actions that could be considered as breaching or violating any Anti-Corruption Rules applicable in any of the jurisdictions in which it or its Affiliates is/are operating; and (b) it has taken and shall take at all times either: (i) all measures imposed by the Anti-Corruption Rules that are applicable to it in order to ensure the compliance with the said Anti-Corruption Rules by itself, its directors, officers, employees or agents; or (ii) all measures it deems appropriate to prevent the risk of corruption, bribery, influence peddling, and, more generally, in order to prevent offences against probity by itself, its directors, officers, employees.
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(a) |
Counterparty acknowledges that from time to time, Bank or any of its Affiliates may engage in other transactions involving the Shares for their own proprietary account and for other accounts under their management. Such proprietary transactions may have an adverse effect on the Counterparty’s position under the Transaction and neither Bank nor any of its Affiliates is under any obligation to disclose any such proprietary transactions or have regard to the Counterparty’s position under the Transaction when dealing in such proprietary transactions.
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(b) |
The parties hereto intend for:
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(i) |
the Transaction to be a "securities contract" as defined in Section 741(7) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the "Bankruptcy Code"), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled
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(ii) |
the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code;
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(iii) |
a party's right to liquidate, terminate or accelerate the Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of the Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and
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(iv) |
all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code).
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(c) |
Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (iii) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws.
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(d) |
Each party acknowledges that Bank will be acting (either directly or through a Broker), for the purposes of constituting its initial Hedge Positions and subsequent Hedge Positions, on its own account.
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(e) |
Counterparty acknowledges that no section referring to the conditions of Rule 10b-18 shall apply to or prohibit purchases made to dynamically hedge for Bank’s own account or the account of its affiliate(s) the optionality arising under the Transaction hereunder.
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7. |
Taxes
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(i) |
any tax including, but not limited to, financial transaction tax, stamp duty, value added tax or other tax or charge of a similar nature (where such tax is not otherwise accounted for under this Confirmation or the Agreement) ("Indemnified Taxes"); and/or
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(ii) |
any penalty or interest payable arising from any Indemnified Taxes, including any delay or failure to pay any Indemnified Taxes,
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(i) |
a duly authorised signatory of Counterparty has duly executed and delivered this Confirmation;
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(ii) |
Bank has received:
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(a) |
(i) a certified copy of the up-to-date by-laws (statuts) of Counterparty, and (ii) the certificate of incorporation (extrait k-bis) and the certificate of non-insolvency of Counterparty dated not more than fifteen (15) days prior to the Trade Date;
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(b) |
certified copies of all corporate authorisations, resolutions or any other documents (if any) with respect to the execution, delivery and performance of the Transaction and this Confirmation, by Counterparty in form and substance satisfactory to Bank;
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(c) |
certified copies of authority and specimen signatures of the individuals executing the Confirmation for Counterparty, in form and substance satisfactory to Bank; and
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(iii) |
no Event of Default, Potential Event of Default or Termination Event has occurred and is continuing on the Trade Date.
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/s/ Loïc Chenevier
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/s/ Thomas Le Cam
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Name: Loïc Chenevier
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Name: Thomas Le Cam
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Title: Authorized signatory
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Title: Authorized signatory
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/s/ Anthony Maarek
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Name: Anthony Maarek
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Title: Directeur Général
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