Template:Nutshell Equity Derivatives 11.2

Section 11.2. Adjustments to Share Transactions and Share Basket Transactions.

11.2(a) “Method of Adjustment” means a method for working out how to adjust a Share Transaction or Share Basket Transaction following an event that the Calculation Agent determines diluted or concentrated the theoretical value of the Shares.

11.2(b): Options Exchange Adjustment: If the Method of Adjustment is “Options Exchange Adjustment” then following adjustment to exchange-traded options the Calculation Agent will adjust any relevant variable under that Transaction that it thinks necessary to reflect the Options Exchange adjustment, effective as of the same date.

If there aren’t any exchange-traded options options on the Shares, the Calculation Agent will adjust the Transaction as it thinks fit to account for the diluting or concentrative effect of any event that, would have led to an adjustment under the Options Exchange’s rules had options in the Shares in question been traded on it.

11.2(c) If “Calculation Agent Adjustment” is the Method of Adjustment for a Share Transaction or Share Basket Transaction (or if none is specified) then following the Issuer’s declaration of an Potential Adjustment Event, the Calculation Agent will determine whether the Potential Adjustment Event will concentrate or dilute the value of the Shares. If it will, the Calculation Agent may:

(i) adjust any relevant variable under that Transaction it considers necessary to account for that dilution or concentration (without adjusting just for changes in volatility, expected dividends, stock loan rate or liquidity) and

(ii) determine the effective dates of any adjustments.

The Calculation Agent may refer to adjustments an Options Exchange makes to corresponding options when doing so.

11.2(d) “Options Exchange” will be specified in the Confirmation and includes any successor or substitute exchange or quotation system on which options contracts on the Shares have relocated (on which the Calculation Agent is satisfied there is comparable liquidity). If one is not specified, it will be the Related Exchange the Calculation Agent determines is the primary market for listed options contracts relating to the relevant Share.

11.2(e) “Potential Adjustment Event” means any of:

(i) a subdivision or reclassification of Shares (not counting a Merger Event) or a free bonus distribution of any such Shares to existing holders;

(ii) a distribution to existing holders of the relevant Shares of:

(A) such Shares; or

(B) securities granting the right to dividends or the proceeds of liquidation of the Issuer proportionately to holders of those Shares; or

(C) securities of an entity owned by the Issuer as a result of a spin-off; or

(D) any other securities, rights or assets for consideration of less than their prevailing market price as determined by the Calculation Agent;

(iii) an Extraordinary Dividend;

(iv) an Issuer call over partially-paid Shares;

(v) a repurchase by the Issuer or any of its subsidiaries of relevant Shares;

(vi) any shareholder’s rights being distributed or separated from the Issuer’s shares under a shareholder rights arrangement that provides for distribution of preferred stock, warrants, debt or rights below their prevailing market value, as determined by the Calculation Agent, provided that any adjustment effected following such an event must be readjusted if those rights are redeemed; or

(vii) any other event that may dilute or concentrate the relevant Shares.