EX-99.(A)(1)(B) 3 d883339dex99a1b.htm LETTER OF TRANSMITTAL Letter of Transmittal

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO

TENDER ORDINARY SHARES

OF

CMB.TECH NV

(formerly Euronav NV)

FOR

$12.66 PER SHARE IN CASH

($18.95 per Share less distributions in the aggregate amount of $6.29)

BY

COMPAGNIE MARITIME BELGE NV

 

 

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK
CITY TIME, ON NOVEMBER 21, 2024, UNLESS THE U.S. OFFER IS EXTENDED.

 

The U.S. Tender Agent for the U.S. Offer is:

LOGO

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2. Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

 

If delivering by mail:

 

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: EURN
P.O. Box 43011
Providence, Rhode Island 02940-3011

  

If delivering by trackable mail,
including overnight delivery
or any other expedited service:

 

Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: EURN
150 Royall Street, Suite V
Canton, Massachusetts 02021

Delivery will only be deemed valid if delivered in accordance with the above instructions.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es)

of Holder(s) of Record

(If blank, please fill in

exactly as name(s)

appear(s) on share

certificate(s)

 

Ordinary Shares Tendered

(attach additional list, if necessary)

    Certificated Shares**    DRS Shares
    Certificate No(s)*  

Total number of 

Shares Represented 

by Certificate(s)* 

  

Number of Shares

Tendered**

  

Number of Shares

Tendered***

       
 ACCOUNT NUMBER                
       
 MR A SAMPLE                
       
 DESIGNATION (IF ANY)                
       
 ADD 1                
       
 ADD 2                
       
 ADD 3                
       
 ADD 4                
       
 ADD 5                
       
 ADD 6                
       
TOT SHARES <<tot_shrs>>                  
                   
                   
    Total Shares:              

 

*

Need not be completed if Ordinary Shares are delivered by book-entry transfer by your broker to DTC.

**

Unless otherwise indicated, it will be assumed that all Ordinary Shares represented by any certificates delivered to the U.S. Tender Agent are being tendered. See Instruction 4.

***

If your Ordinary Shares are held in the direct registration system (“DRS”) at Computershare Trust Company N.A., in its capacity as the Company’s U.S. transfer agent and registrar (the “U.S. Transfer Agent”), indicate the number of Ordinary Shares you are tendering in the column Number of Shares Tendered.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE U.S. TENDER AGENT WILL NOT CONSTITUTE VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH A SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW, IF REQUIRED.

ALL QUESTIONS REGARDING THE U.S. OFFER SHOULD BE DIRECTED TO GEORGESON LLC, THE U.S. INFORMATION AGENT, AT 1-888-815-4069 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER MATERIALS RELATED TO THE U.S. OFFER, YOU SHOULD CONTACT THE U.S. INFORMATION AGENT AT 1-888-815-4069 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


THE U.S. OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF ORDINARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE U.S. OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS OR REGULATIONS REQUIRE THE U.S. OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE U.S. OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE OFFEROR (AS DEFINED BELOW) BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY THE OFFEROR.

This Letter of Transmittal is being delivered to you in connection with the offer by Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) to purchase all outstanding ordinary shares, no par value (“Ordinary Shares” or the “Shares”), of CMB.TECH NV (formerly Euronav NV), a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB.TECH” or the “Company”), which are beneficially owned by U.S. Holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended) (such holders collectively, “U.S. Holders” and each a “U.S. Holder”) for $12.66 per Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by the Company to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase (as defined below), and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 23, 2024 (together with any amendments and supplements thereto, the “Offer to Purchase”), and this Letter of Transmittal (together with any amendments and supplements thereto, this “Letter of Transmittal” which, together with the Offer to Purchase, constitute the “U.S. Offer”). All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by U.S. Holders. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.

Concurrently with the U.S. Offer, the Offeror is reopening its offer in Belgium to purchase all outstanding Ordinary Shares of the Company from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”). On October 7, 2024, the Financial Services and Markets Authority of Belgium (the “FSMA”) ordered CMB to reopen its unconditional mandatory public takeover bid that was consummated on April 3, 2024 at an adjusted bid price which takes into account the increase of the reference price used in the original bid of $18.43 per share by $0.52 per Share, for all Ordinary Shares of the Company that CMB and its affiliates do not already own in accordance with Belgian law (the “FSMA Order”). The adjusted bid price also takes into account a decrease of $6.29 per Ordinary Share, the aggregate amount of distributions made by the Company since the initial announcement of the original bid on October 9, 2023. CMB is conducting the Offers at the Offer Price to comply with the FSMA Order.

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. Non-U.S. Holders may not rely on the disclosure in the Offer to Purchase or this Letter of Transmittal under any circumstances. If you are a non-U.S. Holder who beneficially owns Ordinary Shares and you wish to participate in the Offers, you must participate in the Belgian Offer on the terms and conditions set forth in the Belgian Prospectus Supplement. U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About the Company” of the Offer to Purchase. The procedure for repositioning Ordinary Shares reflected on the Belgian Share Register onto the U.S. Share Register or vice versa should normally be completed within three trading days, but neither the Company nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the Expiration Date (as defined below), or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares are repositioned onto the U.S. Share Register prior to the Expiration Date. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. You may reposition your Ordinary Shares from one share register to the other by contacting your broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (the Company’s Belgian transfer agent) or the U.S. Transfer Agent. For further information on the repositioning process, shareholders should consult the instructions for repositioning on the Company’s website (cmb.tech) under the tab “Investors” or contact Georgeson LLC, as information agent for the U.S. Offer (the “U.S. Information Agent”), at 1-888-815-4069 or at the address set forth below.

This Letter of Transmittal is to be used either if certificates for Ordinary Shares being tendered are being forwarded with this Letter of Transmittal or, unless an Agent’s Message (as defined below) is being used, if delivery of Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A., the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase. Delivery of documents to DTC will not constitute delivery to the U.S. Tender Agent.

Tendering shareholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase with respect to, their Ordinary Shares and all other documents required by this Letter of Transmittal to the U.S. Transfer Agent by 10:00 A.M., New York City time, on November 21, 2024, unless the expiration of the U.S. Offer is extended (the “Expiration Date”).

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Ordinary Shares by 10:00 A.M. New York City time on the Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M. New York City time on the Expiration Date will be disregarded and of no effect.

If any certificate representing any Ordinary Shares you are tendering with this Letter of Transmittal has been lost, stolen or destroyed, you should contact the U.S. Information Agent at 1-888-815-4069 or at the address set forth below regarding the requirements for replacement. You may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the U.S. Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.

IF TENDERED ORDINARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE U.S. TRANSFER AGENT WITH DTC, COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

 

Name of Tendering Institution:     
DTC Participant Number:     
Transaction Code Number:     

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Compagnie Maritime Belge NV, a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB” or the “Offeror”) , the above-described Ordinary Shares, no par value (the “Ordinary Shares” or “Shares”), of CMB.TECH NV (formerly Euronav NV), a public limited liability company (“naamloze vennootschap”) under Belgian law (“CMB.TECH” or the “Company”), for $12.66 per Share, in cash, without interest and less any applicable withholding taxes, reduced on a dollar-for-dollar basis by the gross amount of any distributions by the Company to its shareholders (including in the form of a dividend, distribution of share premium, decrease of share capital or in any other form) with a payment date falling after the date of the Offer to Purchase (as defined below) and before the Settlement Date (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 23, 2024 (together with any amendments and supplements thereto, the “Offer to Purchase”), and this Letter of Transmittal (together with any amendments and supplements thereto, this “Letter of Transmittal” which, together with the Offer to Purchase, constitute the “U.S. Offer”), and which the undersigned hereby acknowledges the undersigned has received.

Concurrently with the U.S. Offer, the Offeror is reopening its offer in Belgium to purchase all outstanding Ordinary Shares of the Company from all holders (other than the Offeror and its affiliates), wherever located, for the same price and on substantially the same terms as the U.S. Offer (the “Belgian Offer” and together with the U.S. Offer, the “Offers”). On October 7, 2024, the Financial Services and Markets Authority of Belgium (the “FSMA”) ordered CMB to reopen its unconditional mandatory public takeover bid that was consummated on April 3, 2024 at an adjusted bid price which takes into account the increase of the reference price used in the original bid of $18.43 per share by $0.52 per Share, for all Ordinary Shares of the Company that CMB and its affiliates do not already own in accordance with Belgian law (the “FSMA Order”). The adjusted bid price also takes into account a decrease of $6.29 per Ordinary Share, the aggregate amount of distributions made by the Company since the initial announcement of the original bid on October 9, 2023. CMB is conducting the Offers at the Offer Price to comply with the FSMA Order.

All payments to U.S. Holders of Ordinary Shares pursuant to the U.S. Offer will be payable in U.S. dollars and rounded to the nearest whole cent. Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the U.S. Offer or any delay in making payment for the Ordinary Shares held by a U.S. Holder.

The U.S. Offer is only being made to U.S. Holders who are the beneficial owners of Ordinary Shares. The U.S. Offer is not being made to non-U.S. Holders who beneficially own Ordinary Shares. Non-U.S. Holders may not rely on the disclosure in the Offer to Purchase under any circumstances. If you are a non-U.S. Holder who beneficially owns Ordinary Shares and you wish to participate in the Offers, you must participate in the Belgian Offer on the terms and conditions set forth in the Belgian Prospectus Supplement. U.S. Holders who are the beneficial owners of Ordinary Shares who tender their Ordinary Shares in the Belgian Offer will receive the equivalent price per Ordinary Share in Euros as holders who tender their Ordinary Shares in the U.S. Offer. The Offeror will pay the Offer Price in the U.S. Offer in U.S. Dollars.

To accept the U.S. Offer, U.S. Holders whose Ordinary Shares are reflected on the Belgian Share Register and traded on Euronext Brussels and held in custody through Euroclear Belgium must first reposition their Ordinary Shares to the U.S. Share Register for trading on the NYSE and to be held in custody by DTC through the repositioning process described in The U.S. Offer — Section 8. “Certain Information About the Company” of the Offer to Purchase. The procedure for repositioning from Euronext Brussels to the NYSE should normally be completed within three trading days, but neither the Company nor the Offeror can guarantee the timing. The Offeror strongly recommends that a repositioning instruction be submitted no later than five business days prior to the Expiration Date (as defined below), or such earlier deadline as may be set by your broker, dealer, commercial bank, trust company or other nominee to ensure that your Ordinary Shares

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


are repositioned onto the U.S. Share Register prior to the Expiration Date. If you intend to accept the U.S. Offer and your Ordinary Shares are not reflected on the U.S. Share Register, you should begin the repositioning process as soon as possible. You may reposition your Ordinary Shares from one share register to the other by contacting your broker, dealer, commercial bank, trust company or other nominee, who should in turn contact Euroclear Belgium (the Company’s Belgian transfer agent) or the U.S. Transfer Agent. For further information on the repositioning process, shareholders should consult the instructions for repositioning on the Company’s website (cmb.tech) under the tab “Investors” or contact the U.S. Information Agent at 1-888-815-4069 or at the address set forth below.

This Letter of Transmittal is to be used either if certificates for Ordinary Shares being tendered are being forwarded with this Letter of Transmittal or, unless an Agent’s Message (defined below) is being used, if delivery of Ordinary Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A., the depositary and paying agent for the U.S. Offer (the “U.S. Tender Agent”), at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase. Delivery of documents to DTC will not constitute delivery to the U.S. Tender Agent.

Tendering shareholders must deliver either the certificates for, or timely confirmation of book-entry transfer, in accordance with the procedures described in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase with respect to, their Ordinary Shares and all other documents required by this Letter of Transmittal to the U.S. Transfer Agent by 10:00 A.M., New York City time, on November 21, 2024, unless the U.S. Offer is extended (the “Expiration Date”).

The Offeror is not providing for guaranteed delivery procedures. Therefore, you must allow sufficient time to tender your Ordinary Shares by 10:00 A.M. New York City time on the Expiration Date. Any tenders received by the U.S. Tender Agent after 10:00 A.M. New York City time on the Expiration Date will be disregarded and of no effect.

Upon the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of the Ordinary Shares validly tendered herewith and not validly withdrawn prior to 10:00 A.M. New York City time on the Expiration Date in accordance with the terms of the U.S. Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror, all right, title and interest in and to all of the Ordinary Shares being tendered hereby. In addition, subject to, and effective upon, acceptance for payment of the Ordinary Shares validly tendered herewith and not validly withdrawn prior to 10:00 A.M. on the Expiration Date in accordance with the terms of the U.S. Offer, the undersigned hereby irrevocably appoints the Offeror and each of the designees of the Offeror as the attorneys-in-fact and proxies of the undersigned with respect to such Ordinary Shares with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Ordinary Shares), to the full extent of such shareholder’s rights with respect to such Ordinary Shares to (a) deliver certificates representing such Ordinary Shares (the “Share Certificates”) or transfer of ownership of such Ordinary Shares on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of the Offeror, (b) present such Ordinary Shares for transfer on the books of the Company, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Ordinary Shares upon the terms and subject to the conditions of the U.S. Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message (as defined below)), the undersigned hereby irrevocably appoints the Offeror and each of the designees of the Offeror as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Ordinary Shares tendered hereby and not validly withdrawn that have been accepted for payment by Offeror. The Offeror will, with respect to such Ordinary Shares, be empowered to exercise all voting and any other rights of such shareholder, as it, in its sole discretion,

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


may deem proper at any annual, special, adjourned or postponed meeting of the Company’s shareholders, by written consent in lieu of any such meeting or otherwise with respect to all Ordinary Shares. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Ordinary Shares. Such appointment is effective when, and only to the extent that, Offeror accepts the Ordinary Shares tendered with this Letter of Transmittal for payment pursuant to the U.S. Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Ordinary Shares (other than prior powers of attorney, proxies or consent given by the undersigned to the Offeror) will be revoked, and no subsequent powers of attorney, proxies, consents or revocations (other than powers of attorney, proxies, consents or revocations given to the Offeror) may be given (and, if given, will not be deemed effective).

The Offeror reserves the right to require that, in order for Ordinary Shares to be deemed validly tendered, immediately upon the Offeror’s acceptance for payment of such Ordinary Shares, the Offeror must be able to exercise full voting, consent and other rights with respect to such Ordinary Shares and other related securities or rights, including voting at any meeting of shareholders of the Company or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Ordinary Shares tendered hereby and, when the same are accepted for payment by the Offeror, the Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the holder of record of the Ordinary Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Ordinary Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the U.S. Tender Agent, or by the Offeror to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Ordinary Shares tendered hereby.

It is understood that the undersigned will not receive payment for the Ordinary Shares unless and until the Ordinary Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are timely received by the U.S. Tender Agent at the address set forth above, together with such additional documents as the U.S. Tender Agent may require, or, in the case of Ordinary Shares held in book-entry form, ownership of Ordinary Shares is validly and timely transferred on the account books maintained by DTC, and until the same are processed for payment by the U.S. Tender Agent.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE ORDINARY SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE ELECTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH ORDINARY SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE U.S. TENDER AGENT HAS ACTUALLY RECEIVED THE ORDINARY SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO 10:00 A.M. NEW YORK CITY TIME ON THE EXPIRATION DATE.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the U.S. Offer, a tender pursuant to this Letter of Transmittal is irrevocable.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


The undersigned understands that the acceptance for payment by the Offeror of Ordinary Shares tendered pursuant to one of the procedures described in the U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the U.S. Offer and this Letter of Transmittal.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment to, the holder(s) of record appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the holder(s) of record appearing under “Description of Shares Tendered.” The undersigned recognizes that the Offeror has no obligation, pursuant to the Special Payment Instructions, to transfer any Ordinary Shares from the name(s) of the registered holder(s) thereof if Offeror does not accept for payment any of the Ordinary Shares so tendered.

In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Ordinary Shares not validly tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Ordinary Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that the Offeror has no obligation pursuant to the Special Payment Instructions to transfer any Ordinary Shares from the name of the holder of record thereof if the Offeror does not accept for payment any of the Ordinary Shares so validly tendered.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


 

 

 

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

 

To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price for Ordinary Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned.

 

    Issue:   ☐ Check and/or    
   
      ☐ Share Certificates to:     
    Name:  

 

   
      (Please Print)    
    Address:  

 

   
      (Include Zip Code)    
     

 

   
      (Tax Identification or Social Security Number)    
         
         
         
         
         
             
   

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

 

To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price for Ordinary Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Ordinary Shares Tendered” above.

 

    
    Issue:   ☐ Check and/or    
   
      ☐ Share Certificates to:    
    Name:  

 

   
      (Please Print)    
    Address:  

 

   
    (Include Zip Code)    
         
         
         
         
         
             
 

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

 

   

   

  

(Signature(s) of Shareholder(s))

Dated:      , 2024

(Must be manually signed by holder(s) of record exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become holder(s) of record by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

 

Name(s):     

(Please Print)

Capacity (full title):     
Address:     

(Include Zip Code)

Area Code and Telephone Number:     
Tax Identification or Social Security No.:     

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)

 

Name of Firm:      
Address:      
(Include Zip Code)
Authorized Signature:      
Name:      
 
(Please Type or Print)
Area Code and Telephone Number:      
Dated:      , 2024   
 
Place medallion guarantee in space below:

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


INSTRUCTIONS

Forming Part of the Terms and Conditions of the U.S. Offer

1. Guarantee of Signatures for Shares. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the holder(s) of record (which term, for purposes of this Section 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Ordinary Shares) of the Ordinary Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal or (b) if the Ordinary Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, an “Eligible Institution” and collectively, “Eligible Institutions”) (for example, the Securities Transfer Agents Medallion Program®, the New York Stock Exchange Inc. Medallion Signature ProgramSM and the Stock Exchanges Medallion Program®). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Share Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by shareholders that are tendering Ordinary Shares represented by Share Certificates or held in book-entry form on the books of the U.S. Transfer Agent in DRS, or if the Ordinary Shares are being tendered pursuant to the procedures for DTC book-entry transfer as set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase unless, in the case of Ordinary Shares held or transferred in book-entry form or through DTC, an Agent’s Message is being delivered to the U.S. Tender Agent in lieu of this Letter of Transmittal. Payment for Ordinary Shares accepted for payment pursuant to the U.S. Offer will in all cases only be made after timely receipt by the U.S. Tender Agent of (i) to the extent the Ordinary Shares are not already held with the U.S. Tender Agent, Share Certificates or a Book-Entry Confirmation (as defined in the Offer to Purchase) of a book-entry transfer of such Ordinary Shares into the U.S. Tender Agent’s account at DTC pursuant to the procedures set forth in The U.S. Offer — Section 3. “Procedures for Accepting the U.S. Offer and Tendering Shares” of the Offer to Purchase, (ii) this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program, an Agent’s Message in lieu of this Letter of Transmittal) and (iii) any other documents required by this Letter of Transmittal or the U.S. Tender Agent, in each case prior to 10:00 A.M. New York City Time on the Expiration Date.

The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the U.S. Tender Agent and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Ordinary Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Offeror may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the U.S. Tender Agent’s office.

THE METHOD OF DELIVERY OF THE ORDINARY SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF THE ORDINARY SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE U.S. TENDER AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF ORDINARY SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH ORDINARY SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE ORDINARY SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND

 

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ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO 10:00 A.M. NEW YORK CITY TIME ON THE EXPIRATION DATE.

No alternative, conditional or contingent tenders will be accepted and no fractional Ordinary Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Ordinary Shares for payment.

3. Inadequate Space. If the space provided on the cover page to this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Ordinary Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Shareholders Only). If fewer than all the Ordinary Shares evidenced by any Share Certificate delivered to the U.S. Tender Agent are to be tendered, shareholders should contact the U.S. Information Agent at 1-888-815-4069 or at the address set forth below to arrange to have such Share Certificate divided into separate Share Certificates representing the number of Ordinary Shares to be tendered and the number of Ordinary Shares to not be tendered. The shareholder should then tender the Share Certificate representing the number of Ordinary Shares to be tendered as set forth in this Letter of Transmittal. All Ordinary Shares represented by Share Certificates delivered to the U.S. Tender Agent will be deemed to have been tendered.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the holder(s) of record of the Ordinary Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Ordinary Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Ordinary Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Ordinary Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Offeror of their authority so to act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the holder(s) of record of the Ordinary Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Ordinary Shares not tendered or accepted for payment are to be issued in the name of, a person other than the holder(s) of record, in which case the Share Certificates representing the Ordinary Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the holder(s) of record appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the holder(s) of record of the Ordinary Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the holder(s) of record appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, if your Ordinary Shares are registered in your name and you tender your shares in the U.S. Offer directly to the U.S. Tender Agent, you will not be obligated to pay brokerage fees or commissions transfer taxes on the purchase of Ordinary Shares by the Offeror

 

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pursuant to the U.S. Offer. If you hold your Ordinary Shares through a broker, dealer, commercial bank, trust company or other nominee, you should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees. If payment of the Offer Price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not validly tendered or accepted for payment are to be registered in the name of, any person other than the holder(s) of record or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the holder(s) of record or such person) payable on account of the transfer to such person, will need to be paid by such holder unless such holder establishes to the satisfaction of the U.S. Tender Agent that such transfer taxes have been paid or are not required to be paid.

7. Special Payment and Delivery Instructions. If a check for payment of the Offer Price is to be issued, and/or Share Certificates representing Ordinary Shares not validly tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to Georgeson LLC (the “U.S. Information Agent”) at its address and telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and other materials related to the U.S. Offer may be obtained at no cost to shareholders from the U.S. Information Agent. Additionally, copies of the Offer to Purchase, this Letter of Transmittal and any other materials related to the U.S. Offer are available free of charge at www.sec.gov. Shareholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance.

9. U.S. Federal Backup Withholding. Under U.S. federal income tax laws, the U.S. Tender Agent will be required to withhold a portion of the amount of any payments made to certain shareholders (or other payees) pursuant to the U.S. Offer, as applicable. To avoid backup withholding, each tendering shareholder (or other payee) that is or is treated as a United States person (for U.S. federal income tax purposes) and that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return the attached Internal Revenue Service (“IRS”) Form W-9, certifying that such shareholder (or other payee) is a United States person, that the taxpayer identification number (“TIN”) provided is correct, and that such shareholder (or other payee) is not subject to backup withholding.

Certain shareholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. Exempt United States persons should indicate their exempt status on IRS Form W-9. The IRS Form W-9 is set forth below in this Letter of Transmittal or may be downloaded from the IRS website at the following address: www.irs.gov. Failure to complete the IRS Form W-9, by itself, will not cause Ordinary Shares to be deemed invalidly tendered, but may require the U.S. Tender Agent to withhold a portion of the amount of any payments made of the Offer Price pursuant to the U.S. Offer.

Tendering shareholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE U.S. OFFER. PLEASE REVIEW THE “IMPORTANT U.S. TAX INFORMATION” SECTION BELOW.

10. Lost, Stolen or Destroyed Share Certificates. In the event that any Share Certificate has been lost, stolen or destroyed, upon the holder’s delivery of an affidavit of loss to the U.S. Tender Agent (and, if required by the Offeror or the U.S. Tender Agent, the posting by such holder of a bond in customary amount and upon

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


such terms as may be reasonably required by the Offeror or the U.S. Tender Agent as indemnity against any claim that may be made against it or the Company with respect to such Share Certificate), the Company shall cause the U.S. Tender Agent to deliver as consideration for the lost, stolen or destroyed Share Certificate the applicable right to receive the Offer Price from the Offeror payable in respect of the Ordinary Shares represented by such Share Certificate, without interest and less any applicable tax withholding. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Share Certificates have been followed.

11. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by the Offeror, in the Offeror’s sole discretion, which determination shall be final and binding on all parties, subject to the rights of holders of Ordinary Shares to challenge such determination with respect to their Ordinary Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Offeror reserves the absolute right to reject any and all tenders determined by the Offeror not to be in proper form or the acceptance for payment of which may, in the Offeror’s opinion, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any Ordinary Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Ordinary Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the Offeror’s satisfaction. None of the Offeror, the U.S. Tender Agent, or the U.S. Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

IMPORTANT U.S. TAX INFORMATION

Under U.S. federal income tax law, a shareholder (or other payee) whose tendered Ordinary Shares are accepted for payment is required by law to provide the U.S. Tender Agent (as payer) with such shareholder’s (or other payee’s) properly certified TIN and certain other information on an IRS Form W-9 or otherwise establish a basis for exemption from backup withholding. If such shareholder (or other payee) is a U.S. individual, the TIN is such shareholder’s (or other payee’s) social security number. If the U.S. Tender Agent is not provided with the correct TIN in the required manner or the shareholder (or other payee) does not otherwise establish its exemption from backup withholding (as described below), payments that are made to such shareholder (or other payee) with respect to Ordinary Shares purchased pursuant to the U.S. Offer may be subject to backup withholding.

If backup withholding of U.S. federal income tax on payments for Ordinary Shares made in the U.S. Offer applies, the U.S. Tender Agent is required to withhold 24% of any payments of the Offer Price made to the shareholder (or other payee). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is timely furnished to the IRS.

Exempt Shareholders

Certain shareholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt shareholder (or other exempt payee) that is a United States person should indicate its exempt status on IRS Form W-9 set forth below, in accordance with the instructions thereto. The appropriate IRS Form may be downloaded from the IRS’s website at the following address: www.irs.gov.

Please consult your tax advisor for further guidance regarding the completion of the IRS Form W-9, to claim exemption from backup withholding. Failure to complete the IRS Form W-9 will not, by itself, cause Ordinary Shares to be deemed invalidly tendered, but may require the U.S. Tender Agent to withhold a portion of the amount of any payments of the Offer Price pursuant to the U.S. Offer.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


LOGO

-cn, W-9 Request for Taxpayer e^f™^ .1 â– â– <;,â– w» ™in I dentine atlon N u mt>e r and Certification requester, do not DnDtt-tmar rt Bi Ikiv send to the IRS. mardr»hil»3oyii» â–º Go it m*w..’.r5\ooi,.F?,7rW; ‘of Instructions and th-= latest Information. 1 MaTa fat n=*r an yoLf ncama™ ttLirVi hama sraqjrec on Itit wrx do ret kuva:is l^bar. 2 BjshectranivdlsrKardK erUlynamo. idro-oil rtor jbcva ^ 3 Quick npprDpfljt& box ly federal ~jh clasfitltajlori ol #w psnon itm4 noma Is ortored ori lint 1. Ctiack onkj in dc Uib I Ejxmptcns itDDEe Jppiy only w 3> IHtinmg sgwan bflnm. csrt*i amttaLrct krihfciiiai:™ a. hrtuclknDn pagg^L o IZ1 hclwiuDl’iota propialDr or IZ1 C Gwpontibn O 5 ConorxKTi O Pnmeratilp    O TnjBYaalab j “ *gtma*»HC Siamcr piysa c:-ii|f mr/i ^fl D UnMud Iflblny ™n»”¥. 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Par Individuals, tf Is Is generally your social security number (S5W). However, for a I I I I I I I I I I I resldEnt alen. soIe proprietor, or disregarded entity, see the IretruclorrJlor Pari I, later. For olter — entitles. M la jolt employer IdEnllrlcallon number |EIM). 11 yrxi to not have a number, see Hew to oers- I I I I I I I I I I I TDM later. or Hots: if tre accouTt b In more man ona nama. sea me Instructions rrx line l. Also sea WiaC Name and I apmiarwuBi—m ratar number To Svb trie naqusster Tor gUdelries on wtnee lumber tD titer. Ug||    Cert ifi cation -n-:er :eri: ?; C p^r.rj-. i^rtA1 that 1. The nunbaf shown on this Torm l&myoorTecttaxpayef IrJentrncatlon nunosf (or I am witting Tor a number to ba Isaued to mej and 2.1 am ret aiUJecl to bacKus *ttrrcWriq because: (a) I am axampt Irbrn bachup rtlrhcidlng, of (bj I haua not been notrrled by the Internal Fievenue Sunlce D RS} 1rat I am auaject to bactup irtlrriciMlrg asa rasilt Dl a taJlu? 1d report al Interesl or dvldErris, or (cj the IRS nas ncHfled me mat I am no longer subject 1o tjachiup Hlthholdlng; and a. I am a u S. crtlian of other U 3. person (denned betow); and A. Tha MTCA codecs) Entered onltfelurm Dfarry) rdcadnpmat I am eotBmpt rram FATCAreportlrg la correcL CerHcatlDn InSiDctlBCi. You must cross out nam 2 above tl ycu have been nettled by He IPS that you are currently subject 1c- backup Mtntictdrig beoausa you tais railed to repcrl all rlEiesI and SvHerrfs cn your 1as relLm. For reel estala transajctkjna, Iten i ooes nol apply. For mortgage intErest paB, soqiisltlon or a^andcnTert or secured property. rancellaitlGn of dEtr, contributions 1c an hutvUual reHrernert arraraererr. pRA), and genemlly, ps?ne1s other ttiaii Interest and dhMands, you are not reqJred to sign the carttncatJon, bul yyou muat provide ycircaTBCtTIN. 3ea1t*lnsniJctJonsTorPHrtll, later. Slgratire ^l G© tl S YcA 111 StrUCt i O tl S * fom’1 oe*“av (dlinoenos, Ircrudhg those ItDrr slochs or mutual funds} Sffitlcn references are toine Internal ReveruECoda unlaaa otharmsa    . Rim lOi^sc f^arkiuB 1yp« of iTcorra. prtes. awards or oroaa Ttted- proceeds) Future fJBvetfmertB. For the latest irlbfTTLalton ataut derelopmarta , Fom] 1fleo^g fcjocn „- mutual Tural sates and cerMn Dinar relsled to =orra W-9 and Its Instructions, such ss- legsls.ttcn Enacted trareactlore by troHers’i aftBf mey were puMshed, go to WHW.n3.sot-tFormwa. _ ._ . _^ ^_ ‘ Form 1D6*-S Iproceeds rrora real estate Iranaactbrisi Purpose Of Form •Farm 10e*-KrmBrctiartrarrJ and mild partj nelworK transactions) rcl’nldjs -j emity.TcT    reqjss:sq *h: s Tequred :oflle an * Forni 1DS8nhoma mortgage IntereslJ, 1(sUjdant loan Interest), Irrrormatlm rEtun wtm Che IRS must obtain yxr correct taxpaysr n»a-T (kjiuont Idenuncatlon number fjlrifj Hrlcri may be your social seculrjf rumfcer < Form 1 DS*-C OcancelEd dadfi (SSN). IndMflual raspay^ dentrTcanon nuiiberimUfj. adoptlm racau^Taoandonmert^secured Dfooertvl 1at03ai|wUe7rtrncallonntniti^(ATi 1 Lw^fl (acquisruijn or aoanaonrnenr or aecLrea pfaoenyj (EIM}, to repcrt m an Irf brmaDon return the amount patd 10 you, or other Use Form W-9 inly n you are a U.S. peraon prdurJnB a rasldarr. amount leportable on an Information return. Examples of InfcrrnatlDn alien), to prouHe your HiTBCt TIN. rBtiTB hdude, bu: are not limned to, therollDwlng. ffycti db not rEfim Fomv w-S to mens|uastarw»f a TiN, ym srttgtt • Form 11BS-INTnnterBst earned orpatl) desubfect to tjactvp’ivtPtfd&nQ- Sob Wiet la bechup withholding, Her. CaL Ha. 1 DBB -omW-B |Hw. 1CL2Div

 

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LOGO

KnnYV.-a pea. 10-h11bj 3y sibling ttieflled-oul form, you 1. Certify that Una TIN you ara grving Is correct |dt you ore uniting tor a number to be Issued]i 2. :eT“y Tia: you ne rotsjb.?” t- bac-^p Mtitadno. oa. Claim exemption Itom backup rttrticldng If you are a US. exampl payee. IT appllaatxe, you ara also cert(tying mat as a U.S parson, your aloceble share of any partnershf) Income Ircm a U.S. trade or business It not subject 1o the itfthholdng tax on foreign pertners’ share of effectively connected ncome, and 4. Certify trial FATCA codecs) entered on tris term (It any) ndfcatJnp, lhatycu areexempl from Ihe FATCA reporting, la correct See IWiatis FATCA raparUngi later, rcrfurthar InttHmaHon. HaHe: If you ore a U.S. person art a requester ghes you a form ottier than Form W-» to request jour TIN, you must use trie requester’s rami II It la substarrtlalry amiler tottls Form W-i. Definition ol h U.S. person. For federal tax purposes, you am consxlared a U.S. person If you are: • An todrvldual who la a U.S. dfem or U.S. resident abo. • ^ partners rip, corporation, company, or association created or organized In tha Urlted Stater or under trie lews Dl the United States; • An estate puttier than a foreign estate); or • A domes-lie tAJSt ;as defried In RsgUatkms section aol.TTCt-Ty. Special rules tor paitnershtos Partnershps that conduct a trade or rjuahestrtlielMted Statea are generally req Jred to pay a wttiholc ng tan uxler section 1446 en any foreign partners.’ stare of stfecttuely â– roirectedlaxabe Irccns tr:n su;t zushsss. Put?” h ceraln cases wnere a Form W-9 has net been received, the ruea under section 1446 reqUrea partnership In presume mat a partner Is a foreloji person, and pay the section 1446 vrftrfioldng tax. Therefore, If you ara a U.S. person thatta pertnern a partnership conducting a trade or business n the United States, provide Form W-B to the partnersrlp to Eatabllsn yrjur U.S. status and avoid secdon 1446 withholding on your share of rjatnersnplrcome. n the cases bebw. therclloirtng person muat give Fcrm W-J to the partnersrlp for purposes d estaollsning Its U.S. status and avoiding irttrucking en Its allocable share or nel Income from the partnership ccndjctrig a trade or busness In the United States, • In the case of a Disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a ojantnr trust with a U.S. grantee or ottier U 3. owner, generally, trie U.S. grartor or other U.S. owner of the grantor trust are! not the trust arc • In the case of a U.S. mist (truer than a grantor tuafjt the U.S. Oust (ether than a grantor trust) and not the tjenflldarlBS of the trust Foreign person. If you ara a foreign parson or He U 3. 0011011 of a foreign tar* that has elected to be treated as a U.S. parson, do not use Form YY-*. Instead, use the appropriate Form W-a or Fcrm B233 (Sea Pun. 616, Yvtthholdng of Tax on NcnresKJenl Aliens and Foreign Emmas). Nonresident alien nHo becomes a resident alen. Generally, only a nonresldert alien ndrridual may use the terms of a tax treatylo reduce or Eliminate U.S. tax on certain types of ncome. However, most tax treatJaa contain a prevision Known as a “aavtig clause.” Exceprjcrrs speoltled In the saving clause may perm an exemption from tax to continue tor certain types of Income even after the payee has otherwise become aU.S. rasxlert alien tor lew purposes. If you are a U.S. resldert alien who Is relying on an exception contained In the sawing clause of a toe Treaty id clam aneKemptlor from U.S. tax on certain types of Income, you must attach a statement to Form W-6 that specifies the (allowing true Items. 1. Tna treaty courtry. Generally, Ihls must be the same treaty under which you claimed exemption from rex as a nonresident alen. 2. Tte featy article addressing Ihe Income. a. The article number (or loGanon) In the tax treaty that contains the saving clause and rbexcsprJona. a. The type and amount of Income that quallflas lor the exemption trcn :ax. 5. Suftlolenl facts, to Jusnry the axempnon from tax under the terms of ths treaty article. Bramp*. Article 20 of tha U.S.-CMna hcome tax treaty allows an exmptlin Ircm tax tor scholarship Income recetved by a Chinese student temporarily present In the United States. Urxler U.S. law, tt s student wll tjeoome a resMert alien for tax punocses If Ms or her stay n the United Stales exceeds 5- calendar years. However, paragraph 2 of :re nrs1 =T)to:o to Tie „.1.-Ct na Teat,1 ^date: Apll 1-1    a o*s the provisions cf Article 20 ta carOnija to apply ewan after the Cflnese student becomes anBldenl alien of the Unfiled States. A Crtneae student mo quaWles tor trte excepocn |under paragraph 2 of the nrat protocol} arxl Is retytig on this ewiptiontD claim an sxierrpoon from tax on his or her schoterstlp or fellows rip Irxxjme would attach to Form W-9 a statement that Includes the Information described above to support that exemption. 11 you btb a nonresident alien or a foreign ertrry, give the requester the appropriate completed Form W-8 or Form SSii. Backup Withholding What Is backup wttriKHdng? Persons making certain paymerta to you must urxler certain conditions withhold and pay 1o the IRS 24St cf such payments. This Is called â–‘bacKupwItttirjIdlrig.” Payments that may be subject to OacKup withholding Include Interest, tax-exempt Interest dlvxlends, broKerarxl berter exchangetransacttjns, rents, royalties, noneniployee pay, payments made In ssttlarnent of payment card and third party networti Iransactlona, and certain paymerta from fishing boat operators. Real estate transactions ara net aubject to backup withheld ng. You wll nol be subject Id bachup wtthhoxllng on paymerta you receriva ff you grve tha requester your correct Til make the proper certfflcaroona, and report all your taxaixa Irterest and dividends or your :ai â– etLTi. Payments you raoehe will be subject la backup wthhold Ing It 1. You do not hrrteh your TIN to the requester, 2. You do not certtry your TIN when reqUred (see Ihe Instructions for Part II for details), a. The IPS tells the requester that you furnished an Incorrect TIN, 4. The IPS tells you that you are subject 10 backup wtthhoxllng becauaa you did rat report all your Interest and drvlderxls on your tax return (for reportable Interest and rJYldendsorly), or 6. You do not certtry tDlha requester that you ara rxit subject to backup wlrhholdng urxler 4 above (tor reportable Irterest arxl dividend accounts opened after 1963 amy). Certan payees and payments are exempt from backup wrtrticldng. See Bremer p^ee code, laler, arxl the separata Instructions rorthe F:eques1erof Form W-* tor mora Information Also sea Specs; rues rbr pajfrierstifoq ealler. What is FATCA Reporting? Tha Foreign Accourt Tax Compliant Act (FATCA) reqUres a participating Icxelgn nnandal InstrtuOcn to mocrt all United Stales account hoUera thai are apecrned Untted States persons. Certan payees are exempt from FATCA reporting. See SwrxKlon Iron? FATCA reporting coda, later, and the nstructJons for the Requester of Fcrm W-fl for mora Irionnatbn. Updating Your Information You must provide updated rircrmatlon to any person to whom you clahied to be an exempt payee If you ara no longer an exempt payee and anticipate recalling reportable payments n the future from this perecn. Rx exampls, you may need to provide uxxlated nformatlon If you are a C corporation that elects to be an S corporatkin, or If you no longer are tot exempt lnaddltJcn,you must lUmisri a naw Form W-a ir the name or TIN changes Tor the account; for example, If the rjantcf ol e grantor trust ties. Penalties F si lure to fu ml all TIN. If you tall to furnish your correct TIN to a requester, you are subject to a penerry ol S501or each suet tallura urlEss your failure Is due to reascnabla cause and not to willful neglect. Chi penalty for false tolDrrnottan wltn respect to wtrihckHng. fyot make a false slatementirtth no reasoneHe basis that results ii no backup with hold ng, you are subject to a $600 penally.

 

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KnnYV-a pw. 10-m1bj Criminal penalty Tar falsifying Infarmadaii. Wllfulytalanylng certMcatJons or airminflona may subtest y:u to criminal peialt es nclLdlrg *nes s.-i-or t ins-inTe*””. MlauBe of TIHb. If ire requester discloses or uses TlNa In vitiation of lederal law, me requester may be subject tDclul and criminal penalties. Specific Instructions Una 1 You must enter ona rrf one fallowing on this lhe;do not leave this line blank. Tha name shoUd match trie name an your tax return. It trta Fnrm W-a Is-for a|clrt account (ottier than an acoouit maintained Qy a foreign financial Institution (r-Firj. IBt Tlrat and men clrle, me nartie or tine person or entity whose number you entered In Part I of Form W-e. 1 vim bib pnMdkig Form W-a to an IFFI to document a Joint account. Each holder of the account that ra a U.S. person rnus: provide a Form W-9. a. IndhHual.QanerBUy, enter the name shown on your 1a rerun. IJ you haw changed your last name without hrormlng the Social Security Aarnlrtstration (SSA) of tiie name change, enter you flrat name, the last name aa shown on you- social security card, and your new last name. Hate: [TIN appfcant Enter your Indnldual name aa ft was entered on your Farm W-7 application, line la. Thlg shcud also tie the same aa me name you entered on the Form 1040/1 D4CW104QEZ you filed wth yoir application. b. Sole proprietor or slnglrMiieniDHT LLC. Enter your Indlvtoual name aa shown on your 1040/1D4DA/1040EZ cn line 1. You may enter your bustiess, trade, or idofig business as” rpBAJ name on ne 2. c. Parmershlp, LLCtnal fciHM a saigta-memaer LLC, C corpnrartton, or S corporanMi. Enter the entity a name as shown on tha ertttyslm retun on line 1 and any business, trade, or DBA name on Ina 2. d. Diner entities. Enter your name aa shown on required J.S. lederal -.3* cocments o “i I “is Ti^ nsns sh;Ld natM ns “ii“e ;-«” o- :te charter or other legal document oreatng the entity. You may enter any bustiess, trade, or DBA name an line 2. e. Dteregarded errttty. For U.S. federal tax purposes, an entity that rs disregarded as an entity separate from Its owner Is Healed aa a ‘dsregarded entity.’ See HegUationa section 3U1.77i(H-2ft(3](jrj. Enter Via owners name an ne 1. Tne name of tie entity ertarsd on line 1 should neverbe a disregarded entry. The name online l should be the name shown on tha Income Tax return on which the Income should Oe reported. Forexample, If a foreign LLC mal Is treated sa a asregardarJ arioty for U.S. federal tax purposes has a angle owner Bui Is a U.S. person, tw U.S. owner’s name lsreqJredtDbeproirkladcnlhe1.tr tha drect ownar ofthe ertlty Is also a rJsr egarded entity, enter tha tlrat Conner that Is, not disregarded Tor lederal tax purpoaaa. Enter tne disregarded ertltysnameon llnei, “Business namerdlsregardBd entity name.” If the owner or tne disregarded ertlty la a foreign person, the owner must complete an appropriate Form VI-6 Instead of a Form W-9. Thb b the case even If the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA nama, or disregarded entry name, you may enter ft on Ina 2. LineS Chech the appropriate cox on Ine 3 for the U.S. federal tax classification ol the person wnose name Is entered on line 1. Chech only one box on IHea. IF trie erntry.’pefson on line 1 te THEN check tie dok lof. .. °PI__ • DorporarJon CorpDratkin • Individual ircMduaJ^epcpdetor ors-nrJe- • Sole rJoorietorsHp, or member LLC • Single-member United lability company |LLC) owned by an IndMdual and disregarded for U.S. federal taj purposes. • UjClrBerrBdBaaparrnerarlpror umlted llatlirty company ard enter U.SLlWaralta purposes, trie appropriate tan .aa^callon. • LLC mat naa filed Form BSai or P- PartnemritJC C_ c oapmfbon; £5catDlMta*rtafflarjorporaloii, or S- S Daporanoni or < LLC mat Is disregarded asan entity separate from Its owner but the owner la another LLC that Is not disregarded for U.S. federal tax pLrpoaas. • PartneratUp PaTierst p • TTisWeetHtB TrusVEs:al? Line 4t Exemptions 11 you ere exempt from backup wtfiholdng and/or FATCA reporting, enter In die appropriatespace online 4any ccdefsj tna: may epply Id yoL. Exempt payee code. • Generaly, Individuals preluding scle proprtatora) are not exempt rrom bach up wimholclncj. ‘ Except as prodded below, corporations are exempt from bachup wtthhcldng for certain payments, Including Interest and dividends. < Corporations are not exempt from backup WlthcMIng for paymenta made n setilemert or payment card or third party network tranaactlona. â– Carporallona are not exempt from backup Wthhcldlng with respect to arnnrneys’ lees or gross proceeds paH to attorneys, and corpcraBona thai provide medical or health care services are net exempt with respect to payments reportable on Form 109S-MI5C. fo cwrg co;ss Idsnliry i^yess :M1 i’e sjeTp: Itot Di-;kL: w-hhcldhg. Enter the appropriate code In tha space ti Ine 4. 1 —An ornandatlon exempt from tax under section 5D1 |aj, any IRA, or a cuslodal account urvler section 403|tfjf7;i n the account sat i’es t-i req Jrements of secdon 4Q1 (rj|3J 2—The Unrted States or any of Its agencies or Insburnentalttles 3—A state, one Dstricl of Columbia, a U.S. commorTweath or possession, or any of their pcllticel suboTvlslona or Inamxnentaltiaa 4-Ardrelgri government or any of rta political auSdlrtsloriE. agencies, or rnsrrumertaltrles E—AcorporalJan 6—A dealer In aecuntlea or commodtiea required to register In the Urtted Stales, the Dtetflct of Columbia, or a U.S. commoriwaalth or pessesalon 7—A ruljras commfeakm merchant registered Wth the Ccmmadty FLUrss Trading D:nnsi:n a—A real eatale Investment trusl e—An entry registered at al times dulng me tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bant anOer section SMfarj 11-ft financial Institution 12—A mUdtoman known n the mveatment community as a mntiea or custodian 12—A trust exempt from tax under section 684 or described n section 4447

 

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Fcm vk-o i^sv ic sate} ~te fol z*lr-g chan shows traes of payment thai may be Exempt man bsckjp wtthhoHlng. The chart applies 1o thE-ewernpl payees Hated afcove, 1 through 13. IF the parymenl fcsfor.THEN :he payment Is exempt Tot.... ntenesl and dN-dend paymerts    All sxeT payees except Tdf T Bioker transections Exempt payees 1 rjirrjugti 4 and 6 Tfnougri 11 and all c HiporBtiona. 5 c-:rp-:ra:t:ns mjs: rot e nsr an exempt payee coda because they are exempt orty for sales of rcrcrwered secultles acquired prior to 2012. Garter exchange IrarsacBons ard Exenpt payees 1 Ihrrxjgri 4 patronage dliWends Paymerts over lew required to be Generally, exam” payees reported and rJrecl sales over    1 mroughG* J6.0CO’ Paymanrta made n seHerent C Exempt :iyees 1 IhrrxjgjM paryment card Drttlrd party natwcrt bansactJons Sea Pom i Q9S-HSC, Miscellaneous Inccme, and lb Inamcflons. i However, the laio^ng payments made To a corporation and reporatue or =oti i Li&i-MISC are rot exeTpt Itot i^cKl: wtlttiddlng: medical arri heelth oare payments, attorneys’ lees, groaa proceeds paid to an attorney reportable under section fiosSfl), and payments far services peld by a federal executive agency. Ezenpaan from fatca lepamng code. Tne following codes Identity peyees trot ane exempt Iron neportfig under FATCA These cedes apply to persons, rjbmtttlno ttlsrorm Per account maintained :utslde of the United States by certain foreign financial Institutions. Therefore, If you are only submitting mis form Tor an account you hold ti the United States, you may leave this Hew HarK Consult with the person requesting, tris form ir you are uncertain IT the financial Institution la surged to these raquremarts. A requester may Indicate that a rode la nal’reqLlre; oy otov ^r>3 o:u o:h a -on W-lirr t-:: Apo caoe’ (or any slmlar Indication) widen or printed on the ne For a FATCA exemption code. A-ATiagariizallcHi exempt from tax under section -;si.;a: or am IndlvlrJjel redrement plan as daflnad n section 77Di(Brj(a75 B—The United Stales or any of Its agencies or Ireiiurnerrtalttles C-Astate, tha District of Columbia, a ULS. conrnrnwealth or possession, or any of their pcimcal subdh/lslona or Inatrumentaltiea D— A corporation the stock ol whfchlsregLlerry traded on one or more established securttles markets, as described In Regulations section 1.1472-1fc))iyn, E—A corporation that la a member of tha same expanded afflleted grcupas acorporation described h Regulations section l. 147s-1:c;f1|(l| F—A dealar In securttles, commadrbaa, or dsHtvottuefriEnclBl Instruments fjncludlng notional prlncfKl contracts, futures, forwards, and options) that Is regjstered as such under the lews of the JrMed Slates or any state G—A real estate Investment 1rust H-AregJaled Investment company aa defined In section SS1 or an enU1y redstered el all trues during 1he true year under the Investment Comply A;t:‘1W I —A common trust fund as defined In section 684(a) J — A bar*: as defined In section 561 K-A broker L—A trust exempt from tax under section 6S4 cr described In section *w*OT M-A tax exempt trusl under a section J03fb) plan or section 457(g) plan Note: vou may wish bo conautt with the nnanclal Institution requesting this form to detsrmiTa whether the FATCA code andrtr exampt payee code should be completed. Enter your address (number, street, and apartment or SLlte mmber). TMs Is where the requester of this Form W-a wll mal your nformaUm returns If misaddress differs 1rom the one the requester already has or (lie, witte NEW at tha top. fl anew address Is provided, there la sDII a chance the old addresa will oa used until He payor changes your address In mar records. Line 6 Enter your city, scats, and ZIP code. Parti. Taxpayer Identification Number (TIN) Ehtef your TIN hi the appropriate box. If you are a resttent alien and you da not revs end are not eligible tb get an SSN, your TIM b your IRS Individual taxpayer Identtncanon number fTTINj. Erter It In the social security number box. If you da not have an FIN, sae How to gaf a TIN below. If you are a sole proprietor and you have an EIN, you may enter eltner yrjurSStlorEIN. If you area alngla-member Lie that la flsregarded as an entity separate Horn Its owner, enter the owners SSN |or EIN. If the owner ras one). Do not enter the disregarded entity’s EIN. If the LLC Is classified as a corporation or partnerstlp, erter the ertltys EIN. Note: See What Atone and ftumtter Tb GWe trie ABOUBater, later, for further darttlcabcn of name and TIN ctOTblnallona. Now to get a TIN. If you do not hove a TIN, apply for one Immediately. To apply for an SSN, get Form SS-5, AppHcaHcn for aSocMSecurly Card, from your local SSAomdeor gat trts form mine at mw.SSyfl.gov. Vou may also get dils forni by calling 1-800-772-121-1. Lisa Form W-7r Application for IPS Individual Taxpayer dentlf leaner Number, to apply for an ITIN, or Form S3-4, Application for Employer Identification Number, to apply for an 5 N. Vou can apply lor an EIN online by accessing me IRS website al wwvv.Jra.g^BusJnesses and clicking on Employer Idertrflcattm Number |EIN) under Starting a Euslross. Go tomw.Jrig™Rir7rElo view, download, or prin Form W-7 BfHVor Form SS-4. Or, you can go to www.ts.gavKinSaRms1n place an order and have Form W-7 and/or SS-4 maladto you within 10 business days. If you btb asked to complete Form W-9 but do not have a TIN, apply bra TIN and wnte ‘Applied For n the space for ma TIN, sign and date He form, and gtva It to the requester. For Irtanaat and dtvUand payments, and certain payments made with respect to readily tradable Irstrjmenls. generalry you will nava 60 days to gat a TIN and give It to the requester before you are subject to baokua wIDnholdng on payments. The So-day rule drjes not apply to other types of payments. You will be subject to backup wfrhhokllng on all such payments until you provide your TIN to me requester. Note: EnteringJ Appled For mearta that you have already appled for a TIN or tfat you Intend to apply for one soon. Carton: A flsregarded U.S. ertlty that has a foreign owner must Lse the approprtalH Form W-S. Part II. Certification To establish 1o the wfttiholdng agent biat you are a U.S. person, or resident alien, sign Form W-a. You mayberequeatEdto sign by the wtmholflng agent even If Item 1, 4, rx 5 below ndtatss othervdse. ForaJoH aosount, onlyms peraon whose TIN Is shown In Parti shodd sign (when requlrerJi. In tie case :Ja dlsregi-ded entity, the person tdantnied on lie 1 muatalgn. Exempt payees, see QHcptpaye? code, Earner. StgriatuTB requkwnerrta. CornplelB the cerUllcatkjn as Indicated In lte”“s “ t Tc-^g- ; hi™’

 

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KnnYV.-a pea. 10-M1B) 1. Interest, dNtrJend, and barter exchange accounts opened before 1984 and broker account* considered active durtng 1983. You mist give your correct TIN, but you do not have to sign he certjflcatjon. 2. Interest, dividend, broker, and barter exchange accounts opened after 1963 and broker accounts, considers in act r.e during 1983L Ycu must sign the certification or backup wtm-c : rv: will apply, tf you are subject to backup withholding and you are merely providing you- correct TM to the requester, you must cross cut Item 2 In ms certlncatlon tetore ^tgrtng tre form. 3. Real estate toartsacttons. You must sign Die certfflcallori Ydu may cross out Item 2 of 1tie certification. *. Other payments. You must give your correct TIN, but you do not nave to sign trie certification urieas you have been nodlled ttiat you nave previously given an Incorrect TIN. “Other payments” include payments made In the course cf the requesters trade or business for -e-its    :iss. goods loiter man bills tor mercriand se), tk caJ and hearth osre sendees (Indudiig payments to corporations!., paymenls to a nonernptoyes for sarvtcas, payments mads In sstHament of paryment card and trlrd party network transactions, caymans to certHln flsHdng boat crew members and Itshermea and gross proceeds paid to attorneys (Inducing payments to corporatlonaj. 5. Mortgage Interest paid by you, acquisition or abandonment of secured property, cancelation or debt, qualified tuition program payments (under section 529), ABLE accounts [under section 529A), IRA. Coverdell esa, Archer hsa or hsa contJlbutkHB or distributions, and pension distributions. Yoj msl gke your correct TIN. but you do not have tD sign 1ns cartlflcittn. Par mis type ol account 14. Annul wai In Doportriont ot Aorlculbjic l“i One rams ot a pubtk priori poynwVi “j. Si-lof Ir.t:* ~t\ u-d;rlh& =cnr 1041 mgMKtec orIIhOpBn-Ql Farm 1D» F»ig WcOhkI ; jut flsgubttinEKciHi i.Fri-4jtj^vjyarj Give name and EIN of: ThspUflk: BfMlty 1 Lts-1 drst and crcte the name cf tie person wfnse number you Urrlsn. If only one person on ajdnt account has an 3SN, trait person’s number must be lurrtshBd. 1 Circle the minors name and rUmlsh the mrior’s SSN. 1 You must ahow your Individual name and you may also enter your business or DBA name on tie “Business nam&c sreganed entity” name line. You may use either your SSN or EIN [If you have one^ but the IRS encouraoes you to use your SSN. ‘ List drst snd encie tie name of tne trust, estate, or pension mist (Do not furnish te TIN or tie personal representative or trustee mess tie legal entity Itself Is net designated n the account Abe.) Also see .Specter rules Ibrparrnarsntjs, earlier. 1Mb: The grantor also muat provide a BDrm W-9 to trustee of trust Note: If no name Is circled whan mora than one name Is Isied, the nunber wtl be considered tc be that of 1he drat name Isted. What Name and Number To Ghre the R&quester Secure Your Ta]t Rewrds From |dentt1y Theft Fof this type of account: G Ive name and SEfl oft l.lndMduri Tf» LiotvUuDl £_ Twa cr mora hchwlinla p*h ThedctLHl onmor oTtho flonMTl or, If acDMtfi’TtirSf thiri jfi BQOOTit mm br-«scl pjrcb, tha M kndrrUml on rnaftTtnwdbyBi FF1 rh*«mrt1 4. TWO a ITHn U/L p«c4u Fjtrti rh-irtor rd ha nmr* rt (Joint ddg»jt1 iTiakrtSrfld by an FFTj J^CusbdU DOODuntDT â–¡ miner TT» mhcr1 lUrttrrm Gift to hnkurs Acq Dl â–¡. Tha usud rcwcaHa smmgn trust HwojimtIw-uT-bIiH1 -<cnrlor is is»:tstm^ h “ir ~iil~iirniit ir~‘irrl ttirrl i~ n~l TT>t orb Ail c-mt : l.^orJ : â– â– .: d    .-do-- “j-—. rw 6. Sob prjpftotmr-pof Aracpntod Tha-jMrior1 â– anbty ownod by or hdrvHiiaJ 7. Gnrtar oust ning undor Dptkmd    Tho-^nhD” Form 1 EM Ring Mathod 1 p« Ftor^Jrtcru moIcti 1 .flT1-4^^ WJ__ Fof this type of account: Give name and EIH tf: IZIsreo^rdod 4fittly rd cwmd by bji TTwonWinr rdrrrdua ft A nvnlc tnaL BslnJa. of parufcntutf L*agd BraV 10. Cc4porattn cr LLC daring nwcorpararJcin ocrporait 3±*±a on Farm -BB3£ or MB 11. Aleoc allori oIjd. ralpjtoLE. TTwonnriLLrior â– :JuMttn t+i, DdLESfecnDi, cr dVw tur.- ftvornpl rairiiirkri 12. Portnaririp cr murU-marnbar LLC    TT» palnanahip la Abnz^wr^sttf-Hdrcrrino*    Thai brokar cr ncmrwo Identity tiefl occurs when someone uses your persoraJ Intormaitlcn such as your name. SSN, or other Identifying Irvrrjrmall3n, without your permission, to commit mud or other crimes An Identity tier may use yo-r 5D\ :o oeta |o: â– :’ T^y “lea r;:Lrr jslrg >OLr 1o receive a refund. To reduce your rtsfc » Prated yc« SSN, • Ensure your employer Is fratsifrtg yaur SSN, and < Be careful wren choosing a La preparer. If ycurtax records are alTected by Identity tnaft and you receive a nodce from the IRS, respond right away to tne name am prone number printed on the RS notes or letter. 1 your tan records are net currently alfected by WentJry tiert but you trlrih you are at rlskdua boa lost or stolen purse or wallet, questionable credit card activity or credit report, contact tie IRS Identity Theft HotJhe £11-60^906-4490 cr submit Form 14039. Formara Irrjorrnaton, see Pud. 6027, HanUty Theft Irlorrnatlonfor Taxpayers, vTctmsof Hentry theft iMto are eipenenclng eccnomlcharm or a systemic problem, or areseeKlng hep In resolving taa proHerie tjl have not been resolved through noma! channels, may be eligible tor “ajpiye’ Atthl3c=1eSErvt3E .TAS’i asslstice. Yol can reaci “AS by callng tie TAS ton-tree case ntaKellna Bt1-e77-777-t77eorTTY/TDO -I -buu-aje-4056. Protect yourself from auspicious emafc or pushing schemes. Flushing 19 tne creation snd use cf email and websites designed ta mime legtmate business emalla and websites. The most common act Issendhg an email tea user falsely claiming to be an established legitimate enterprise Inan attempt to scam the user Into surenJering private nformatcn that will be used for Hentrty theft

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


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Fom yv-fl f=av. 10.3315) The IRS does not inflate contacts with taxpayers via emails. Also, trio IRS does not request personal detailed hlcrnianon [trough email or ask taxpayers tor che PIN numbers., passwords, or similar secret access Information Tor flier erect cad, bank, or atnar financial accounts. ir you receive an unsolicited email claiming to be rrom the IRS, forward mfc massage 1d pftSfllngOfegof. You may also report misuse ofT? IF d r=T?. 10-30. or ~re- =IS :fo:*-’ t- :-e Trsisj’s’ lrs:e;tor General for Tax Almlrtstratlon (TIGTA) ait 1-eua-4G6-44S4. Yuu can forward auspicious emails 1d ma Federal Trade. Commission at spamOuDo.gDV dt report mem at www.nE.gor/txnnplstit You can contact Am FTC at wmr.tttLgavOaVstt or U77HDTHEFT [677-438-43381). If you tiaue-bean1ha ulctim c( Identityinert,aaemrw.aentxymaft.got and pub. &B3. vTstt wmv.Jrsgrw/lfaert1Ty7?isn 1n learn mora about Identity tnerft and now to reduce your itst Privacy Act Notice Section 4109 of the rrtemal Revenue Cede requires you 10 provide your correct TIN 1o persons [Including federal agencies} v*io are required to fie hfoimatlcn return irtth the IRS to report Merest, dividends, or certain other Income paid to you; mortgage Interest you paid; the Bcqulstflon or abandonment of secured property; me cancellation ol debt; or oonfllbuBons you made to an IRA, Archer MSA, or HSA. The person collecting 1nft Tarni uses flia Information on flie form to (lie imtxTTiaDon refljins with the IPS, reporting me above Irformaflon Routine uses ol tins Information Include Diving It to the Department ol Justice for dull am cilrnlneJ litigation and to cities, states, the District ol Columbia, and U.S. oommonweaHhs and possessions lor use h administering their laws. The hfoimaflon also may be rJsdcsed toother countries under a treaty, to federal and stele agencies to enforce civil and crliTlnal laws, or to federal law enforcement and Intelligence agencies 1o combal terrorism. You mus.1 provide your TIN whether or not you are required to file a tax return Under section 3406. payers muat generally withheld a percentage of taxabla Merest, dividend, and certain olner paymsnts to a payee wtn dees not give a UN 1d the payer. Certain penalties may also apply for providing false or traudiient IrncrmarJon.

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN


The U.S. Tender Agent for the U.S. Offer Is:

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If delivering by mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: EURN
P.O. Box 43011
Providence, Rhode Island 02940-3011
   If delivering by trackable mail,
including overnight delivery
or any other expedited service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: EURN
150 Royall Street, Suite V
Canton, Massachusetts 02021

Delivery will only be deemed valid if delivered in accordance with the above instructions.

Any questions or requests for assistance may be directed to the U.S. Information Agent at the telephone number and addresses set forth below. Requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the U.S. Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:

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1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Shareholders, Banks and Brokers

Call Toll Free:

1 (888) 815-4069

Outside U.S. and Canada:

+1 (781) 896-6948

Email: CMB.TECH@georgeson.com

 

VOLUNTARY CORPORATE ACTIONS, COY: EURN