Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

February 25, 1999

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Jonathan G. Katz, Secretary

Re:  Release Nos. 33-7611, 34-40678, International Series Release No. 1171,

File No. S7-29-98.

Dear Sirs:

On behalf of Goldman, Sachs & Co. and its affiliates, including The Goldman Sachs Group, L.P., the parent company of Goldman, Sachs & Co., we are pleased to have the opportunity to comment upon the proposals intended to facilitate the inclusion of U.S. investors in international tender offers, exchange offers and rights offerings presented by the Securities and Exchange Commission (the "SEC") in International Series Release No. 1171, 63 Fed. Reg. 69136 (November 13, 1998) (the "Release"). We support the important accommodations of the kind set forth in the Release and believe that these proposals should be implemented as soon as possible. We welcome the Release as a further demonstration of the SEC's recognition of, and strong desire to facilitate, the increasing internationalization of securities markets, and believe that the proposals set forth in the Release would not unduly compromise the protection of U.S. investors.

In this letter we have made suggestions that in our view would enable the SEC to refine the proposals so as to maximize their benefits to U.S. investors by enhancing the likelihood that non-U.S. issuers will make use of the proposed relief to include U.S. investors in their international transactions. In the course of our business we often see first hand the reluctance of bidders to subject cross-border offers to U.S. regulation. We believe that adoption of the relief proposed in the Release, as modified by our proposed refinements, would encourage non-U.S. companies to arrange for such participation in more cross-border transactions, although it would not remove all disincentives to allowing U.S. security holders to participate in cross-border offers.

In addition, we believe the effectiveness of the proposals could be enhanced significantly if they were to specifically address the liability concerns faced by custodians and intermediaries in their dealings with foreign private issuers in the context of cross-border transactions. Accordingly, this letter recommends further reform in this regard that is intended to facilitate the ability of custodians and intermediaries to perform their critical market roles while serving their clients.

Section I of this letter makes certain general comments applicable to both cash tender offers and exchange offers, while Sections II and III discuss comments relating specifically to cash tender offers and exchange offers, respectively. Section IV discusses comments relating to the proposed Tier II exemption and Section V discusses comments relating to proposed Rule 801 exempting certain rights offerings.

I.General

The comments below relate generally to the proposals regarding both tender offers and exchange offers, as well as to rights offerings as applicable.

U.S. ownership ceilings. In order to enhance the utility of the proposals without compromising U.S. investor protection, we believe the 10 percent and 5 percent U.S. ownership ceilings for tender offers and exchange offers, respectively, should be raised, to 20 percent and 10 percent, respectively. In this regard, it is relevant that the SEC chose the 20 percent level in specifying the percentage of U.S. trading in an issuer's equity securities and the percentage of U.S. ownership of an issuer's debt securities that qualifies as "substantial U.S. market interest" under Regulation S. See Rule 902(n) under the Securities Act of 1933, as amended (the "Securities Act").

As suggested above, we believe that the 10 percent ceiling proposed in the Tier I exemption should be raised to further encourage bidders to include U.S. investors in cross-border offers. As the SEC is aware, many bidders simply exclude U.S. security holders from cross-border offers to avoid the application of U.S. laws, even though the SEC routinely grants the type of relief provided under the Tier II exemption. While we advocate an increase in the 10 percent ceiling, we would not recommend that the Tier II exemption be eliminated from the final SEC rules if the thresholds were to be increased. We believe that the Tier II exemption is necessary to facilitate those offers with higher U.S. ownership levels. We believe that the Tier II exemption is a positive step in achieving the SEC's stated goal of encouraging bidders to extend cross-border offers to U.S. security holders.

With respect to the calculation of the applicable U.S. ownership percentage, we disagree with the SEC's proposal that shares of foreign private issuers owned by certain non-U.S. affiliates be excluded. We believe that exclusion of such shares from the calculation is not necessary and would alter the resultant U.S. ownership percentage in a manner that is not reflective of the true underlying ownership of the securities. The fact that a portion of the subject securities are held by non-U.S. affiliates should not operate to increase the U.S. ownership percentage in determining the application of the proposed exemptions. Such an approach would ultimately decrease the usefulness of the proposed Rules and lead to the continued exclusion of U.S. investors

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from cross-border transactions. However, in the event the SEC chooses to exclude shares of such non-U.S. affiliates, we would urge the SEC to also exclude affiliated shares held in the U.S. from the calculation of the applicable U.S. ownership percentage. In addition, we also suggest that the SEC consider similarly excluding U.S. holders of more than 10 percent of the subject class of securities. We believe that such holders will generally be sufficiently sophisticated and familiar with the issuer and do not require the additional protections afforded by the U.S. federal securities laws over and above those of the home jurisdiction.

Furthermore, we also recommend that the SEC consider making the exemptions available as long as the number of U.S. holders of the subject class is relatively small, regardless of the percentage of shares held by U.S. holders. Such relief would help avoid anomalous results in situations in which a small number of U.S. holders have a substantial percentage of the subject class of securities, even though no single holder has 10 percent of the subject class. In this context, perhaps 300 U.S. holders would be appropriate, by analogy to the exemption from registration under the Securities Exchange Act of 1934, as amended (the "Exchange Act") provided by Rule 12g3-2(a).

U.S. offerors. We support the SEC's position in the Release not to distinguish between U.S. and non-U.S. offerors in granting relief to cross- border tender offers and exchange offers under the proposed rules. We believe that any such distinction creates inequalities that could skew a competitive bid situation against U.S. offerors, which already suffer significant handicaps in the international acquisitions marketplace. We believe that the adequacy of the home jurisdiction regulatory requirements is not reduced simply because the offeror is a U.S. issuer.

Antifraud rules. We support the SEC's approach to the continued application of the general antifraud provisions of the Exchange Act to cross-border offers that are otherwise relieved from certain requirements of the federal securities laws pursuant to the relief proposed in the Release. However, we believe that the proposed rules should be revised to clarify that neither a rights offering which qualifies under proposed Rule 801 nor an exchange offer which qualifies under proposed Rule 802 would be a "public offering" for the purposes of determining the applicability of Section 12(a)(2) of the Securities Act under the principles set forth in Gustafson v. Alloyd Co., 513 U.S. 561 (1995), and that neither would subject an issuer to potential liability or enforcement proceedings under §17(a)(2) of the Securities Act.

We believe that the continued application of the antifraud and civil liability provisions is likely to continue to deter certain offerors from extending offers to U.S. holders. The problem arises not only from a reluctance to risk exposure to liability, but also from the fear of offerors (particularly in competitive or unsolicited bid situations) that the application of any provision of U.S. law will provide the pretext for private litigation intended to disrupt the offer. Notwithstanding the foregoing, we continue to believe that adoption of the relief proposed in the Release would eventually lead to more cross-border offers being extended to U.S. holders.

Submission of Forms CB and F-X. We are concerned that the Release's proposal to require foreign private issuers to submit Forms CB and F-X will discourage them from availing themselves of the proposed Rules and will therefore lead to continued exclusion of U.S. security holders from cross- border tender offers and rights offerings. We have similar concerns regarding the submission requirement in respect of companies that are the subject of cross-border tender offers. Furthermore, as discussed above, investors would be afforded adequate protection even if no submission requirement applied since the general antifraud provisions of the Exchange Act would remain applicable to the subject transactions.

Therefore, because we believe the submission requirement is unnecessary and inconsistent with the SEC's stated reasons for the proposals, we urge the SEC to remove from the proposals this requirement as it would apply to the Tier I exemption and Rules 801, 802 and 14e-2. However, if the SEC maintains that the submission of Forms CB and F-X is necessary, we submit that no English language translation should be required unless the foreign issuer regularly translates into English its communications to security holders or unless its securities are listed on a U.S. national securities exchange or traded on NASDAQ. In lieu of an English language translation, we believe that the objectives of the Release would be better met if the Rules simply required foreign private issuers to include a standard English language legend on the subject document that would indicate which exemption the issuer is relying upon.

With respect to the Release's required timing for submitting Forms CB and F-X, if the SEC maintains that the requirements relating to the submission of Forms CB and F-X are necessary, we would support the SEC's proposal that Forms CB and F-X be received no later than the next business day after the subject document is first published, sent or given to security holders. We believe that there would be practical difficulties in transmitting documents from overseas that may make a same-day submission requirement, such as Rule 14d-3, impossible or unduly burdensome to meet. This is particularly true since foreign private issuers are not subject to the electronic filing requirements of Regulation S-T.

Filing fees. Forms CB and F-X do not refer to any fee payable to the SEC in connection with the submission of such forms. We believe that this is appropriate and we would be opposed to the imposition of a fee with respect to the submission of documents to the SEC under cover of Forms CB and F-X. In our view, such a fee would place an unnecessary burden upon foreign private issuers that are conducting tender offers or rights offerings and availing themselves of the relief proposed by the Release. Similarly, such a fee would be an unnecessary burden to a company that is the subject of a cross-border tender offer. We also believe a fee would not be necessary as a method of defraying any related expenses of the SEC in connection with the submission of such Forms, given that the information is furnished for notice purposes only.

Legends. While we do not object to the Release's requirements that certain legends (or disclosures) be placed on offering documents with respect to rights offerings and exchange offers made pursuant to proposed Rules 801 and 802, respectively, and to activities subject to Rule 10b-13, we disagree with the procedures prescribed in the Release with respect to such legends. The Release states that legends relating to transactions made pursuant to proposed Rules 801 and 802 must be included "on the cover page" of any informational document the issuer disseminates to U.S. holders and that disclosures relating to activities subject to Rule 10b-13 must be "disclosed prominently" on the U.S. offering documents in a Tier I tender or exchange offer. We believe that these requirements would constitute an unnecessary burden in terms of cost and effort as they would likely require, for all practical purposes, foreign issuers to produce and distribute multiple versions of offering documents that are essentially identical except for the legends. This would discourage issuers, particularly issuers with a small U.S. ownership base, from availing themselves of the proposed relief in the Release, and would therefore lead to the continued exclusion of U.S. investors from such cross-border transactions. In order to provide an efficient means for foreign issuers to include U.S. investors in their cross-border transactions while providing U.S. investors with important disclosure, we would suggest that the SEC simply require an internal section in such document that would contain the necessary legend for U.S. purposes (this could also include any required legends for other countries outside the target's home jurisdiction).

Rule 13e-3. We support the inclusion of Rule 13e-3 among the provisions of the Williams Act and rules thereunder from which relief would be granted. Although going-private or similar transactions involving an issuer or its affiliates may present conflicts of interest that raise concerns about the protection of unaffiliated investors, we do not believe that such concerns require the SEC to distinguish Rule 13e-3 transactions from other tender and exchange offers. Accordingly, we strongly urge the SEC to retain this provision in the final Rules.^[1]* We expect that U.S. investors would make an evaluation of, and determine to rely upon, the protections afforded by the laws of the home jurisdiction when investing in the securities of a non-U.S. issuer.^[2]** The home jurisdiction requirements (if any) applicable to going-private transactions may be more or less protective of unaffiliated shareholders than U.S. requirements,^[3]*** but we do not believe that the SEC should have a greater interest in imposing U.S. requirements in this

**FOOTNOTES**

^[1]:*In this regard, we note the following language in the Release: "As now proposed, eligible Tier I transactions also would be exempt from the Commission's going private disclosure requirements under Rule 13e-3." (emphasis added). See 63 Fed. Reg. at 69140

^[2]:**Such areas may include, among others, voting rights, the nature of fiduciary duties owed by directors to the issuer and its shareholders, and the ability of controlling shareholders to disadvantage unaffiliated holders, including the possibility of "squeeze out" transactions.

^[3]:***We understand that minority shareholders in corporations organized under the Companies Act in the United Kingdom may be squeezed out only pursuant to a "scheme of arrangement", which entails among other things a court hearing on the fairness of the transaction to such shareholders, or pursuant to compulsory acquisition procedures that regulate the amount and type of consideration that must be paid. We understand that substantial protections against squeeze-outs are available to minority shareholders in issuers organized in other European countries.

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area than it has with respect to other important shareholder rights.^[4]* If the SEC determines that the interest of U.S. holders in a tender or exchange offer is sufficiently limited to warrant the relief proposed in the Release, such relief should include exemption from the requirements of Rule 13e-3.

Rule 10b-13. We support the SEC's proposed exemptions from Rule 10b-13 with respect to Tier I tender and exchange offers covered by the Release. We believe such relief is appropriate and will further promote the extension of cross-border tender offers to U.S. investors without compromising investor protection. However, in order to encourage foreign private issuers to make use of the relief, we urge the SEC to specify an exact legend which must be included in the U.S. offering documents to indicate that purchases are allowed outside the tender offer or exchange offer, as the case may be. We believe that a foreign private issuer would be more likely to extend offers to U.S. security holders if it had certainty that its disclosure met the requirements under the Rules.

We strongly support the relief offered by the proposal with respect to the application of Rule 10b-13 to offers subject to the United Kingdom's City Code on Takeovers and Mergers (the "City Code") and to Eligible Traders (as defined in the Release). We believe that the requirements of the City Code governing purchases that may otherwise be prohibited by Rule 10b-13 provide substantial protection to investors that obviates the need for application of the Rule. Furthermore, application of Rule 10b-13 to activities conducted in the United Kingdom in the course of a U.K. tender offer significantly disrupts normal market practice in the U.K. markets, by inhibiting the offeror's ability to make open market purchases and by precluding market making activity by affiliates of the financial advisers to the offeror. This disruption can be avoided, without sacrificing investor protection, by the approach offered in the proposed exemptive order.

However, we believe that the availability of such exemption is unnecessarily restricted in the case of Tier II offers. Specifically, we do not believe that the exemption for Tier II-eligible offers should be limited to offers subject to the City Code and to Eligible Traders. We believe that the proposed exemption could be modified to ensure that, in the context of Tier II-eligible offers, any purchases would take place outside the United States and would be disclosed to U.S. holders to the extent disclosure is made in a foreign jurisdiction. We suggest that these requirements are adequate to address the concerns expressed in Rule 10b-13. Failing to relieve an offeror that has extended its offer to U.S. holders from the limitations imposed by Rule 10b-13 could significantly hamper such offeror's ability to compete with another offeror that has excluded U.S. holders. Furthermore, financial advisers to an offeror that extends its offer to U.S. holders without receiving an exemption from Rule 10b-13 may be precluded from carrying out customary market making activities in certain markets, thereby reducing the choice of financial advisers available to such an offeror or forcing such financial advisers to risk possible disciplinary action in the home market for restricting market making activity.

The Role of Global Custodians. Current U.S. securities laws and regulations, as presently interpreted, prevent U.S. investors from recognizing all the economic benefits of their investments in foreign securities. Moreover, the current regulatory regime impedes the efforts of U.S.-based global custodians to provide information and access to their U.S. clients regarding corporate actions relevant to their foreign securities holdings. Global custodians have a duty as agent for their U.S. customers to pass along information with respect to corporate actions affecting their securities holdings; this duty flows from the custodian's obligations to its customers, and the custodian, in its capacity as such, has no direct relation with the relevant issuer. Foreign issuers and tender offerors wary of becoming susceptible to substantial U.S. regulation often preclude participation by, and even purport to restrict the dissemination of offering documents to, U.S. investors. U.S. clients of global custodians often become aware of such corporate actions and instruct their global custodian to provide them with information and facilitate their participation regarding the offer, despite efforts on the part of the foreign issuer or tender offeror to bar U.S. investor participation. Global custodians are thus routinely caught between U.S. clients demanding information and access with respect to foreign corporate actions and foreign issuers and tender offerors seeking to restrict it.

The SEC's proposed approach would provide a workable framework whereby regulatory certainty would allow foreign issuers and tender offerors to pass offering information on to U.S. investors through global custodians pursuant to pertinent exemptions from U.S. securities regulation. For global custodians, however, such a framework raises the specter of potential liability where a foreign issuer or tender offeror failed to comply with the specific requirements of a relevant exemption. In the event a foreign issuer or tender offeror disseminated information in the U.S. through a global custodian that failed to satisfy the conditions of the relevant exemption, the global custodian could potentially be held to be acting as an "underwriter" that participated in the distribution of an "offer" in the U.S. under the Securities Act or "directed selling efforts" under Regulation S. Such an interpretation would improperly place the onerous burden and responsibility on global custodians for ensuring issuer or tender offeror compliance with the requirements of these proposed exemptions, even though such custodians would not be in possession of the necessary information to make such a determination.^[5]* The specter of potential liability would likely place U.S.-based global custodians, who would be more sensitive to compliance with federal securities regulation, at a competitive disadvantage vis-a-vis foreign-based global custodians when disseminating information regarding foreign corporate actions.

To facilitate the distribution of offering materials to U.S. investors through global custodians, the SEC should provide interpretive guidance that global custodians may disseminate offering materials to U.S. investors concerning foreign exchange offers, rights offerings and tender offers without liability under U.S. securities regulation should the foreign issuer or tender offeror fail to comply with applicable requirements under federal securities laws. Where a foreign issuer or tender offeror sought to utilize the proposed exemptions, they would bear responsibility for compliance with applicable conditions. In instances where the foreign issuer or tender offeror seeks to prohibit participation of U.S. investors in the offer, the offering materials could contain a legend to that effect. Such guidance would allow global custodians to fulfill their responsibility to keep U.S. customers informed of foreign corporate actions while allowing foreign issuers and tender offerors to avoid making illegal offers to U.S. investors. Any attempt to limit the availability of offering materials to only a certain class of U.S. investors would only diminish the economic value of foreign securities holdings for U.S. investors outside the scope of prescribed access limitations. All U.S. investors should thus be allowed to make their own determination regarding their ability to participate in the offer.^[6]*

As most financial institutions offering global custodial services are affiliated with securities firms due to recent industry consolidation, said interpretations should not distinguish between firms that provide solely custodial services and those that also provide investment banking or advisory services. This would provide a level playing field among custodians and facilitate the important role of global custodians as information providers to U.S. investors regarding foreign corporate actions, thus allowing U.S. investors to fully realize the economic benefits of investing in foreign securities.

II.  Tender Offers

We generally support the SEC's proposed approach with respect to tender offers, although we offer several clarifications and suggestions below.

Equal treatment. We support the exceptions from the equal treatment requirement with respect to the offering of securities to U.S. holders.

In response to the SEC's request for comment on whether the tender offer exemptive rules should permit U.S. security holders to be offered cash consideration only, even if securities are offered to non-U.S. security holders, we believe that any offeror should have the option (to the extent permitted by the home jurisdiction) to extend a cash alternative only to U.S. holders and thereby avoid the application of the Securities Act.^[7]* We believe that no offeror should be compelled to offer its securities in the United States and thereby incur potential liability under the Securities Act, as well as possibly become subject to the reporting requirements of the Exchange Act. At the same time, we do not believe that U.S. holders are significantly disadvantaged by being denied the offeror's securities, as the cash consideration they receive could be required to be substantially equivalent. At a minimum, we strongly suggest that the SEC consider permitting the offeror, in connection with an offer having substantially equivalent securities and cash alternatives available generally to non-U.S. holders, to foreclose the availability of the securities alternatives (whether or not the securities are loan notes^[8]** or similar tax-driven instruments) to U.S. holders. If such an approach were adopted by the SEC, we would support the suggestion in the Release that the SEC impose protections to ensure that U.S. security holders are receiving equivalent value (measured as of the date of announcement) for their securities if such a cash-only alternative were offered to U.S. security holders.

III. Exchange Offers

We generally support the SEC's proposals with respect to exchange offers and recognize that it may be appropriate to grant relief for exchange offers that is narrower than that available for cash tender offers. We believe, however, that the usefulness of the relief proposed for exchange offers in the Release could be improved in certain respects, as suggested below.

A.General

Reliance on home jurisdiction. We believe that it is appropriate for the SEC to rely upon the home jurisdiction (as defined) to regulate all procedural and disclosure aspects of both tender and exchange offers and we do not believe that the protection of investors requires the SEC to add its own requirements in the case of exchange offers. We recognize the elevated level of concern regarding exchange offers, because of the creation or expansion of a trading market in the United States for the offeror's securities, but believe that this is adequately addressed by the SEC's approach of limiting the target companies covered by the proposed relief (by means of the lower U.S. ownership ceiling for exchange offers).

Continuous reporting requirement. We endorse the proposal in the Release that the exemptions under Rule 802 would not trigger a continuous reporting obligation under Section 15(d) of the Exchange Act on the basis that offerors will be most likely to extend exchange offers to U.S. holders if an offeror availing itself of such exemptions does not thereby incur any continuous reporting requirement beyond that which might arise in any event as a result of the ownership of its securities by U.S. holders. Accordingly, we believe that the application of Rule 12g3-2(b) is adequate to protect U.S. investors and suggest that it would be unnecessary and counterproductive to preclude a foreign private issuer from relying on the Rule 12g3-2(b) exemption following an offering under Rule 802.

Trust Indenture Act. We endorse proposed Rule 4d-10 under the Trust Indenture Act of 1939 (the "Trust Indenture Act") on the basis that we believe it is necessary to provide relief from the requirements of the Trust Indenture Act to correspond to the critical relief being proposed from the requirements of the Securities Act and the Exchange Act. A failure to provide relief under the Trust Indenture Act would undermine the usefulness of the other relief in exchange offers of debt securities.

Regulation M. We do not agree with the SEC's position expressed in the Release that exemptive relief from Regulation M for cross-border exchange offers and rights offerings may not be necessary. The restricted period applicable under Regulation M to exchange offers and rights offerings can be very long, usually lasting several weeks and even longer if such offers are extended. Rule 101(c)(1) of Regulation M, which provides distribution participants with an important exception for transactions in actively traded securities, would not be available to issuers or their affiliates during the restricted period. We believe it is unnecessary to keep an issuer and its affiliates out of the market for the entire restricted period for these offerings. Such a result would be particularly burdensome for foreign issuers and their affiliates that, in accordance with local custom, routinely trade in their own securities in their home markets. We believe that this burden would be hard to justify in light of the fact that the U.S. market for the securities in distribution would be, by definition, relatively small.

As such, we believe that the SEC should grant exemptive relief from Regulation M in instances in which proposed Rules 801 and 802 will apply; U.S. investors who have been deemed to not need the protection of the registration provisions of the Securities Act would similarly not need the protection afforded by Regulation M. At the very least, we urge the SEC to limit the restricted period applicable under Regulation M to cross-border exchange offers and rights offerings, so that the restricted period begins only a short time before the expiration of the offer period or any earlier time when investors who want to participate must commit themselves. It is not until that point when investors must make a final investment decision, and a brief cooling-off period prior to that time (e.g., one or five business days) should suffice. In addition, issuers should be permitted to repurchase their securities during all or a substantial part of the offer period in accordance with Rule 10b-18. We believe that limiting the restricted period and permitting Rule 10b-18 repurchases would be particularly appropriate for issuers whose securities are actively traded - such as those having an ADTV of at least $1 million - or for whose securities the U.S. market represents a relatively small market.

B.   Proposed Rule 802

We support the goals of proposed Rule 802 and encourage the SEC to adopt it as a way of providing the greatest possible relief with respect to those cross-border exchange offers that qualify under such Rule. We further endorse the SEC's use of the additional exemptive authority under Section 28 of the Securities Act to not limit the scope of the Rule 802 exemption by a dollar amount. We believe, however, that a 10 percent (as suggested above) U.S. ownership limitation would most appropriately balance the interests of allowing U.S. investors to participate more frequently in cross-border exchange offers and the important desire to limit possible abuses of this Rule. For these reasons, as well as the vast disparity of transaction sizes that may or may not have a significant effect on U.S. shareholders, we see no need to add a dollar limitation to Rule 802 (or Rule 801, as discussed below).

In response to the SEC's specific questions, we do not believe it would be appropriate for the SEC to place resale restrictions upon securities issued in an exchange offer or business combination pursuant to proposed Rule 802; the risks to investor protection are minimal given the relatively small amount of securities being issued, and the imposition of such restrictions would to a large extent eliminate the significant benefits of the Rule to U.S. investors. In addition, we believe it is not desirable to restrict U.S. companies from relying on the Rule 802 exemption because such a restriction would place U.S. offerors at a significant disadvantage in competing with non-U.S. bidders for the same non-U.S. target company.

We are opposed to the imposition of any requirement to prepare and physically deliver some form of prospectus or offering circular in connection with an offer under Rule 802. We believe that adequate assurance regarding the information to be made available to U.S. holders is provided by provisions of proposed Rule 802 mandating equal treatment of, and dissemination of information to, U.S. holders. We believe that any additional requirements in this regard would serve to discourage bidders to extend cross-border offers to U.S. security holders.

I.Tier II Exemption.

We endorse the proposed Tier II exemption as an appropriate codification of relief previously granted by the SEC in individual cases. In this regard, we strongly urge the SEC to consider promulgating the order at the earliest possible date, in advance of any action that may be taken with respect to other proposals in the Release. We believe this should be feasible given that the proposed order merely makes generally available relief consistent with that previously granted after careful consideration by the SEC of individual cases. We therefore believe that the Tier II exemption is necessary even though, as mentioned in the Release, there may be relatively few offers that will be ineligible for the Tier I exemption if the proposed 10 percent (or 20 percent, as suggested above) U.S. ownership threshold is adopted. Generally available relief would ease the burden on the SEC and its staff, which would be freed of addressing individual requests for relief that the SEC has previously determined is consistent with U.S. investor protection.

In response to the SEC's specific queries, we believe the non-country specific approach in the Tier II exemption is appropriate. In addition, we support the 40 percent U.S. ownership ceiling and believe that any further restriction in the scope of this exemption would similarly restrict its usefulness. Since the Tier II exemptive relief is limited, we believe that extending its applicability to countries other than the United Kingdom and maintaining the 40 percent ceiling is appropriate because it would allow U.S. investors to participate more frequently in cross-border offers without compromising investor protection.

We agree with the statement in the Release that it would not have been possible to conclude that each jurisdiction had disclosure standards applicable to tender offers that were similar to those imposed by the U.S. However, we note that the Release recognizes that the disclosure standards in the United Kingdom are similar to those in the U.S. In light of the similarity of such disclosure standards, we believe that the SEC should consider providing an additional exemption to allow a U.K. tender offer under the City Code to proceed on the basis of the U.K. disclosure documents.

V.Proposed Rule 801

We support the creation of proposed Rule 801 and urge the SEC to adopt it, as a means of providing the greatest possible relief to those rights offerings that qualify under such Rule. However, we believe that the usefulness of this Rule could be improved in certain respects and have provided our suggestions below.

Transfer restrictions. We strongly believe that the application of transfer restrictions upon securities that may be purchased pursuant to Rule 801 upon the exercise of the rights will significantly discourage foreign private issuers from including U.S. security holders in their rights offerings. Because the risks to U.S. investors are minimal due to the relatively small amount of securities being issued, we believe there is no need for the SEC to impose such transfer restrictions. We therefore recommend that the proposed Rules be modified to eliminate the application of transfer restrictions to securities purchased pursuant to Rule 801.

U.S. ownership ceilings. For the same reasons articulated in Section I above, we believe that the proposed Rule 801 would be enhanced if the U.S. ownership ceiling was raised to 10 percent. We believe that raising the ceiling to 10 percent would not sacrifice U.S. investor protection and that the increased ceiling would encourage issuers to include U.S. investors in rights offerings.

We endorse the formulation of this proposed rule to not limit the applicability thereof by a dollar amount. We believe the 5 percent (or 10 percent, as suggested above) U.S. ownership limitation would allow U.S. investors to participate more frequently in rights offerings and would serve as an effective limitation for possible abuses of this Rule. For these reasons, we see no need to add a dollar limitation to Rule 801.

Continuous reporting requirement. As with proposed Rule 802, we endorse the proposal in the Release that the Rule 801 exemptions would not trigger a continuous reporting obligation under Section 15(d) of the Exchange Act. As with exchange offers, we believe that offerors will typically not extend rights offerings to U.S. holders if an offeror availing itself of such exemptions thereby incurs continuous reporting requirements beyond that which might otherwise apply as a result of the ownership of its securities by U.S. holders. Accordingly we believe, consistent with our suggestion above with respect to Rule 802, that the application of Rule 12g3-2(b) is adequate to protect U.S. investors and suggest that it would be unnecessary and counterproductive to preclude a foreign private issuer from relying on the Rule 12g3-2(b) exemption following an offering under Rule 801.

                  *                *         *

We would be pleased to discuss our comments further and to assist the SEC in considering the proposals made in the Release. Any questions relating to the foregoing should be addressed to Michael L. Crowl at (212) 902-7418, Steven L. Kessler at (212) 902-5481 or Kenneth L. Josselyn at (212) 902- 3761.

Very truly yours,

GOLDMAN, SACHS & CO.

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protection features.

[5]:

**FOOTNOTES**

^[4]:* For example, Rule 3a12-3(b) under the Exchange Act exempts foreign private issuers from the proxy rules and the "short-swing profit" rules, both of which have important shareholder protecti