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Part II

VII. Responsibility Statements

In some countries the liability of underwriters, issuers, directors and / or others involved in the offering or listing for information in the document is imposed by statute, while other countries may require a specific statement from such parties regarding their liability. Such a statement is not intended to create legal liability which would not otherwise exist in the home country. The following requirements for responsibility statements apply in the countries indicated:

The European Union - Under EU Law, the document should include a declaration by those responsible for it (usually the directors of the issuer) that, "to the best of their knowledge, the information given in that part of the document for which they are responsible is in accordance with the facts and contains no omissions likely to affect the import of the document".

The competent authorities in a number of EU countries require a copy of the prospectus to be signed by those taking responsibility for it. In addition to this declaration, some countries require other statements in the document:

France - the company must appoint, with the agreement of the COB, a French auditor who has to sign a statement in the document that the translation of the financial statements is accurate and that any additional information which is included for a proper understanding by the French public is relevant.

Italy - a statement must be included in the document that the declaration by those responsible for the document has been underwritten by the legal representative and by the Chairman of the Board of auditors.

In the UK, side agreements with the competent authority are required so that the issuer's sponsor must sign a declaration that all the listing rules have been complied with, the document is complete, application procedures have been complied with and that the issuer will comply with the listing rules in the future. They are also required to confirm that they have explained to the directors the nature of the responsibilities and obligations and that there are no omissions from the document.

Hong Kong - Each prospectus must include a statement as follows:

    "This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong, Limited for the purpose of giving information with regard to the issuer. The directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading." (The Stock Exchange of Hong Kong's Listing Rule 11.12 and Paragraph 2 of Appendix 1 Part A of the Listing Rules.)

Mexico - Rule 11-29 states that the company board, its management, the agent brokerage house, and an external lawyer have to sign responsibility statements ensuring that they do not have knowledge of any material omissions, falseness or distortions in the information contained in the prospectus.

Ontario and Quebec - In Ontario, the requirements are set forth in Ontario Securities Act, Sections 58, 59, and 130. In Quebec, Division IX of chapter I of Title II of Quebec's Regulation prescribes documents to be filed. Whenever a prospectus mentions the name of a person, by reason of the standing connected with his profession, who has drafted or certified part of the prospectus or who has made an appraisal or drawn up a report used in preparing the prospectus, the written consent of that person must be obtained, and the appraisal or report must be filed with the Commission along with the prospectus.

Switzerland - The listing particulars must include the name and function - in the case of legal entities or companies, the name and address - of individuals or companies bearing responsibility for the contents of listing particulars or, if applicable, for specific sections of them; they must also contain a declaration by such person or company representative that to the best of their knowledge and belief the information is correct and that no material factor has been omitted. One of the copies of the listing particulars which has to be filed with the Swiss Admission Board must be duly signed by an authorised representative of the issuer and, where applicable, of the guarantor.

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