The Share Purchase Plan does not constitute an offer to sell, or a solicitation of an offer to buy, shares in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act for 1933, as amended ("U.S. Securities act")), or for the account or benefit of, U.S. persons. The shares to be issued under the Share Purchase Plan have not been and will not be registered under the U.S. Securities Act. Shares may not be directly or indirectly offered or sold in the United States or to U.S. persons, or for the account or benefit of, U.S. Persons, absent registration under the U.S. Securities Act or in reliance on an exemption from registration.