Obligation UBS SA 0% ( CH0015162511 ) en KRW

UBS SA

100 % ⇌

Suisse

CH0015162511 ( en KRW )

08/08/2003 - Obligation échue

Prospectus brochure de l'obligation UBS AG CH0015162511 en KRW 0%, échue

UBS AG est une banque mondiale offrant des services de gestion de fortune, d'investissement bancaire et de marchés financiers à une clientèle privée, institutionnelle et d'entreprises.

L'Obligation émise par UBS SA ( Suisse ) , en KRW, avec le code ISIN CH0015162511, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/08/2003

INFORMATION MEMORANDUM

UBS AG
(Incorporated with limited liability in Switzerland)
(acting through its London Branch)

348 American Style Amortising Call Warrants 2003 relating to the KOSPI 200 Index

Initial Price: KRW42,200,000

The 348 American Style Amortising Call Warrants 2003 relating to the KOSPI 200 Index (as defined
below) (the "Warrants") were issued by UBS AG (acting through its London Branch) (the "Issuer")
on 15 November 2002.

Subject to early exercise of the Warrants as provided in the Terms and Conditions (the "Conditions")
of the Warrants, the Warrants will be exercised automatically on 8 August 2003 (or, if that is not a
Business Day, the first following Business Day) (the "Expiry Date"). Each Warrant will entitle the
holder to receive from the Issuer on the Exercise Settlement Date the Cash Settlement Amount. The
Cash Settlement Amount will be calculated according to the formula set out in Condition 5(b).

The Warrants are constituted by a permanent global warrant dated 15 November 2002 which has
been deposited on the same date with a common depositary for Euroclear Bank S.A./N.V. as operator
of the Euroclear System ("Euroclear") and Clearstream. The purchase, sale, transfer and exercise of
the Warrants may only be effected through accounts at Euroclear or Clearstream.

The Warrants represent direct, unconditional, unsubordinated and unsecured obligations of the Issuer.

Restrictions have been imposed on offers and sales of the Warrants and on distribution of documents
relating thereto in certain jurisdictions including the United States of America (the "United States"),
the United Kingdom and Hong Kong (see "Offering and Sale"). The Warrants have not been and will
not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and, subject to certain
exceptions, may not be offered or sold within the United States.

The Warrants are speculative instruments. Investors are advised to consult their professional
advisers if they are in any doubt as to their financial position. Investors should note that the
Warrants create options exercisable by the relevant holder.

For Information that should be considered by prospective investors see Risk Factors on page 4

Application has been made to list the Warrants on the Luxembourg Stock Exchange.

Dated 30 June 2003

2

The Issuer accepts responsibility for the information contained in this Information Memorandum,
except for the information which relates to the Company and the Shares, as stated below. To the best
of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case) the information contained in this Information Memorandum, except as aforesaid, is in
accordance with the facts and does not omit anything likely to affect the import of such information.

All information regarding the Shares and the Company consists of extracts from or summaries of
information contained in financial and other information released publicly. The Issuer confirms that
the information has been correctly extracted and reproduced from those publicly available sources.
The Issuer accepts no responsibility for inaccuracy in those sources.

The distribution of this Information Memorandum and the offering of the Warrants in certain
jurisdictions are restricted by law. Persons into whose possession this Information Memorandum
may come are required by the Issuer to inform themselves about and to observe such restrictions.
This Information Memorandum does not constitute an offer of, or invitation to subscribe for or
purchase, any Warrants. This Information Memorandum does not constitute, and may not be used
for the purpose of, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation.

In connection with the issue or sale of Warrants, no person is authorised to give any information or
to make any representation not contained in this Information Memorandum and, if given or made,
any such information or representation must not be relied upon as having been authorised by the
Issuer. Neither the delivery of this Information Memorandum nor any sale of Warrants shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer
since the date hereof, or that the information contained herein is correct as of any time subsequent to
such date.

No representation or warranty or other assurance is given as to the number of the Warrants issued
or outstanding at any time and the Issuer reserves the right to make further issues of warrants in
respect of the Shares or other derivative instruments in respect thereof.

The Warrants issued may be sold by the Issuer at such times and at such prices as the Issuer may
select. There is no obligation upon the Issuer to sell all of the Warrants. The Warrants may be
offered or sold from time to time in one or more transactions, in the over-the-counter market or
otherwise at prevailing market prices or in negotiated transactions, at the discretion of the Issuer
(see "Offering and Sale").

All references herein to "Swiss francs", "SFR", "Sfr", and "CHF" are to the lawful currency for the
time being of Switzerland, all references to "KRW" or "Korean Won" are to the lawful currency for
the time being of the Republic of Korea and all references to "U.S. dollars", "US$" or "cent" are to
the lawful currency for the time being of the United States.

Prospective purchasers of the Warrants should ensure that they understand the nature of the
Warrants and the extent of their exposure to risk and that they consider the suitability of the
Warrants as an investment in the light of their own circumstances and financial condition. A
relatively small movement in the value of the Shares can result in a disproportionately large
movement in the price of the Warrants. Prospective purchasers should conduct their own
investigations and, in deciding whether or not to purchase Warrants, prospective purchasers
should form their own views of the merits of an investment related to the Shares based upon such
investigations and not in reliance upon any information given in this document.

3

RISK FACTORS

The purchase of Warrants involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate the
risks and the merits of an investment in the Warrants. Before making an investment decision,
prospective purchasers of Warrants should consider carefully, in the light of their own financial
circumstances and investment objectives, all the information set forth in this Information
Memorandum and, in particular, the considerations set forth below.

Taxation

Each Warrantholder will assume and be solely responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority, including, without limitation, any state or local taxes or other
like assessment or charges that may be applicable to any payment to it in respect of the Warrants.
The Issuer will not pay any additional amounts to Warrantholders to reimburse them for any tax,
assessment or charge required to be withheld or deducted from payments in respect of the Warrants
by the Issuer or the Warrant Agents.

Credit Risk

A prospective purchaser of the Warrants should have such knowledge and experience in financial and
business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks
and suitability of investing in the Warrants.

Provision of information

Neither the Issuer nor any of its affiliates makes any representation as to the credit quality of the
Company. Any of such persons may have acquired, or during the term of the Warrants may acquire,
non-public information with respect to the Company. None of such persons is under any obligation
to make such information available to Warrantholders.

Business relationships

The Issuer or any of its affiliates may have existing or future business relationships with the
Company (including, but not limited to, lending, depositary, risk management, advisory and banking
relationships), and will pursue actions and take steps that they deem or it deems necessary or
appropriate to protect their or its interests arising therefrom without regard to the consequences for a
Warrantholder.

No claim against the Company

A Warrant will not represent a claim against the Company and, in the event of any loss, a
Warrantholder will not have recourse under a Warrant against the Company.

Legality of purchase

Neither the Issuer nor any of its affiliates has or assumes responsibility for the lawfulness of the
acquisition of the Warrants by a prospective purchaser of the Warrants, whether under the laws of the
jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective purchaser with any law, regulation or regulatory policy applicable to
it.

4

Independent review and advice

Each prospective purchaser of Warrants must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the
Warrants (i) is fully consistent with its (or if it is acquiring the Warrants in a fiduciary capacity, the
beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it (whether acquiring the Warrants as
principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is
acquiring the Warrants in a fiduciary capacity, for the beneficiary), notwithstanding the clear and
substantial risks inherent in investing in or holding the Warrants.

No reliance

A prospective purchaser may not rely on the Issuer or any of its affiliates in connection with its
determination as to the legality of its acquisition of the Warrants or as to the other matters referred to
above.

THE MARKET VALUE OF THE WARRANTS MAY BE ADVERSELY AFFECTED BY
MOVEMENTS IN THE VALUE OF THE SHARES.

PROSPECTIVE PURCHASERS OF THE WARRANTS SHOULD NOTE THAT THE ISSUER, OR AN
AFFILIATE OF THE ISSUER, MAY AGREE TO PURCHASE A SUBSTANTIAL PROPORTION OF
THE WARRANTS AS PRINCIPAL. IN ADDITION PURCHASERS SHOULD BE AWARE THAT
UNDER THE CONDITIONS OF THE WARRANTS THE ISSUER OR ANY AFFILIATE MAY
PURCHASE THE WARRANTS AT ANY TIME. SUCH WARRANTS MAY BE HELD, RESOLD, OR
CANCELLED. PURCHASERS SHOULD NOT THEREFORE MAKE ANY ASSUMPTION AS TO
THE NUMBER OF WARRANTS IN ISSUE AT ANY ONE TIME.

THE PRICE OF THE WARRANTS MAY FALL IN VALUE AS RAPIDLY AS THEY MAY RISE AND
WARRANTHOLDERS MAY SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT.

THE MARKET PRICE OF THE WARRANTS AT ANY TIME IS EXPECTED TO BE AFFECTED
PRIMARILY BY CHANGES IN THE PRICE OF THE SHARES. IT IS IMPOSSIBLE TO PREDICT
WHETHER THE PRICE OF THE SHARES WILL RISE OR FALL.

5

TERMS AND CONDITIONS OF THE WARRANTS
In the Conditions, unless the context otherwise requires:

(1)
references to "Warrants" means the 348 American style amortising call warrants 2003
relating to KOSPI 200 Index, issued by UBS AG on 15 November 2002, London Branch and
represented by the global warrant to which these Conditions are attached;

(2)
"Holder" means a person (other than Clearstream Banking société anonyme
("Clearstream"), if Clearstream shall be an accountholder of Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), and Euroclear, if Euroclear shall be an
accountholder of Clearstream) who is for the time being shown in the records of Euroclear or
Clearstream as the person entitled to any Warrants, in which regard any certificate or other
document issued by Euroclear or Clearstream as to the Warrants to which any person is
entitled shall be conclusive and binding for all purposes, save in the case of manifest error;
and

(3)
references to Euroclear and/or Clearstream shall be deemed to include references to any
additional or alternative clearing system(s) approved by the Issuer and notified to the Holders
in accordance with Condition 12.

1.
DEFINITIONS

For the purposes of these Conditions:

"Affiliate" means any entity controlled, directly or indirectly, by the Issuer, or any entity, direct or
indirectly, under common control with the Issuer. As used herein "control" means the ownership of
a majority of the voting power of the entity or the Issuer and "controlled by" and "controls" shall be
construed accordingly.

"Agent" means the Calculation Agent or a Paying Agent (as defined in Condition 13).

"Business Day" means a day on which commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in New York and Seoul.

"Calculation Agent" means UBS AG, London Branch.

"Disruption Event" means a FX Disruption Event or a Redemption Disruption Event, both as
defined in Condition 7.

"Exchange" means The Korea Stock Exchange and any exchange on which options or futures
contracts on the Index are traded.

"Exchange Business Day" means a day that is (or but for the occurrence of a Market Disruption
Event, would have been) a trading day on the Exchange other than a day on which trading on any
such exchange is scheduled to close prior to its regular weekday closing time and the USD/KRW
foreign exchange market is open for trading in Seoul and New York.

"Exercise Settlement Date" means, subject to Condition 6(d), 5 Exchange Business Days after (i)
the Valuation Date or, (ii) in the case of Early Exercise, the Early Exercise Date, provided that if such
date is not a Settlement Business Day then the Exercise Settlement Date shall be the next following
Settlement Business Day.

"Expiration Date" means 8 August 2003, provided that if such date is not an Exchange Business
Day then the Expiration Date shall be the next following Exchange Business Day.

6

"Expiration Time" means 3:00 p.m. Seoul time.

"Index" means the KOSPI 200 Index.

"Issue Date" means 15 November 2002.

"Korean Won" or "KRW" means the lawful currency for the time being of the Republic of Korea
("Korea").

"Market Disruption Event" means the occurrence of or existence on any Exchange Business Day
during the one half hour period prior to the closing of the Exchange, of any suspension of or
limitation imposed on trading (by reason of movements in price exceeding limits permitted by the
Exchange or otherwise, (a) in securities that comprise 20% or more of the relevant level of the Index
or (b) in options contracts or future contracts on the Index on any other exchange, if in any case, such
suspension or limitation is, in the determination of the Calculation Agent, material. For the purposes
of determining whether a Market Disruption Event exists at any time, if trading in a security included
in the Index is materially limited at that time, then the relevant percentage contribution of that
security to the level of the Index shall be based on the comparison of (x) the portion of the level of
such Index attributable to that security relative to (y) the overall level of such Index in each case
immediately before that suspension or limitation.

"Sponsor" means the sponsor of the Index from time to time.

"Trade Date" means 8 November 2002.

"USD" or "U.S. Dollars" means the lawful currency for the time being of the United States of
America.

"Valuation Date" means, subject to Condition 6(c), the Expiration Date (in case of exercise on the
Expiration Date) or Early Exercise Date (in case of exercise pursuant to Condition 4(c)).

2.
FORM, DENOMINATION AND TRANSFER
(a)
Form

The Warrants are represented by a global warrant (the "Global Warrant"). The Global
Warrant has been deposited with a common depositary for Euroclear and Clearstream.
Certificates in respect of individual holdings of Warrants (definitive form) will not be issued
except where either Euroclear or Clearstream is closed for business for a continuous period
of 14 days (other than by reason of holidays, statutory or otherwise) or announces an
intention to permanently cease business or does in fact do so. In such circumstances the
Issuer will cause sufficient individual certificates representing individual Holders' holdings
of Warrants to be issued to persons with interest in the Warrants represented by the Global
Warrant who have produced such information that is satisfactory to the Paying Agent and the
Issuer and who have given written instructions ordering the issue of the relevant individual
certificates, and the Issuer will appoint a Registrar (which, so long as the Warrants as listed
on the Luxembourg Stock Exchange and the rules of the exchange so require, will have a
specified office in Luxembourg (or such other location as the rules of the exchange shall
require)) which will maintain a register of holders of Warrants (the "Register"). The
Warrants are issued in registered form.

(b)
Transfer

Interests in the Warrants may only be transferred in accordance with the rules and procedures
for the time being of Euroclear and Clearstream. All transactions involving the Warrants
(including transfers), in the open market or otherwise, must be effected through an account at

7

Euroclear or Clearstream. Transfers of Warrants evidenced by individual certificates will
take place by the deposit of the certificates evidencing the relevant Warrants, together with a
duly completed transfer form (forms of which shall be available at the office of the Registrar)
at the office of the Registrar, and shall be effective upon the entry of the relevant details in
the Register. The Registrar will issue new individual certificates evidencing the relevant
Warrants to the transferee.

3.
STATUS

The Warrants constitute direct, unconditional, unsubordinated and unsecured obligations of
the Issuer and rank and shall rank pari passu amongst themselves and with all other present
and future unsecured and unsubordinated obligations of the Issuer.

4.
INTEREST

The Warrants do not bear or pay any interest.

5.
EXERCISE AND CANCELLATON
(a)
Subject to purchase and cancellation before the Expiration Date, a Warrant which is not
exercised before the Expiration Date shall expire worthless at the Expiration Time on that
date.

(b)
Each Warrant which is outstanding on the Expiration Date will be deemed to be exercised on
the Expiration Date if the Cash Settlement Amount upon such exercise shall be grater than
zero. The holder of a Warrant upon exercise thereof will be entitled to receive on the
Exercise Settlement Date the "Cash Settlement Amount" which is a USD amount equal to
(subject to Condition 6(d)):

(((Pm Strike Price) / Pm) * Strike Price) / FXm

provided that if such amount is negative no Cash Settlement Amount shall be payable.

Where,

Pm
= closing level of the Index on the Valuation Date multiplied
by 500,000;

FXm
= KRW/USD Exchange Rate on the Valuation Date;

KRW/USD Exchange Rate = The actual executed exchange rate (at which the Issuer
converts the proceeds of the unwind of the relevant Hedge
Transactions) expressed in terms of the number of KRW per
USD as determined by the Calculation Agent or, if no
execution takes place, the mid-rate of exchange of KRW for
USD (expressed as the number of KRW per USD) as
displayed on Reuters Page "KFTC01" at 3:00 p.m. Hong
Kong time on the Valuation Date as determined by the
Calculation Agent and if such rate or page is not available at
the specified time the Calculation Agent shall determine the
applicable exchange rate in its sole discretion;

Strike Price
= 42,200,000.

(c)
Each holder of a Warrant may also exercise such Warrant during the Exercise Period by
giving notice to the Issuer in accordance with Condition 12. The Cash Settlement Amount is
payable on such exercise, on the Exercise Settlement Date.

(d)
Purchase

8

The Issuer may at any time purchase Warrants in the open market or otherwise at any price.
Warrants purchased by the Issuer may, at the option of the Issuer, be held, resold or
surrendered for cancellation.

(e)
Cancellation

All Warrants so purchased and surrendered for cancellation will be cancelled and may not be
re-issued or resold.

(d)
Early Exercise Date and Exercise Period

The "Exercise Period" means any day from the Issue Date (inclusive) to the Expiration Date
(exclusive). The "Early Exercise Date" is the Exchange Business Day immediately following
the day on which notice of exercise is given pursuant to Conditions 4(c) and 12.

6.
ADJUSTMENTS AND MARKET DISRUPTION

(a)
Adjustment to the Index

If the Index is (i) not calculated and announced by the Sponsor but is calculated and
announced by a successor sponsor which is reasonably acceptable to the Calculation Agent or
(ii) replaced by a successor index using, in the reasonable determination of the Calculation
Agent, the same or a substantially similar formula for and method of calculation as used in
the calculation of the Index, then the Index will be deemed to be the index so calculated and
announced by that successor sponsor or the successor index, as the case may be.

If at any time prior to the Valuation Date (i) the sponsor makes a material change in the
formula for or the method of calculating the Index or in any other way materially modifies
the Index (other than a modification prescribed in that formula or method to maintain the
Index in the event of changes in constituent stock and capitalisation and other routine events)
or (ii) the sponsor or successor sponsor fails to calculate and announce the official closing
level of the Index then the Calculation Agent shall calculate Pm using, in lieu of a published
official closing value of the Index, the closing level of the Index as determined by the
Calculation Agent in accordance with the formula for and method of calculating the Index
last in effect prior to that change or failure, but using only those securities that comprised the
Index immediately prior to that change or failure (other than those securities that have since
ceased to be listed on the relevant Exchange).

(b)
Correction of Index

If the level of the Index on a given day and used or to be used by the Calculation Agent to
determine Pm, as the case may be, is subsequently corrected and the correction published by
the sponsor within 30 days of the original publication, the Calculation Agent shall notify the
Issuer (who shall notify the Holders) of the correction and the amount which is payable as a
result of that correction. If the Issuer has retained or received such amount it shall pay such
amount to the Holders pro rata their holdings on the Expiration Date.

(c)
Market Disruption

If a Market Disruption Event occurs on the Expiration Date or Early Exercise Date, then the
Valuation Date shall be postponed to the first succeeding Exchange Business Day unless
there is a Market Disruption Event on each of the five Exchange Business Days immediately
following the original date that, but for the Market Disruption Event, would have been the
Valuation Date. In that case, (i) that fifth Exchange Business Day shall be deemed to be the
Valuation Date, notwithstanding the Market Disruption Event, and (ii) the Calculation Agent

9

shall determine the level of the Index on that fifth Exchange Business Day in accordance
with the formula for and method of calculating the Index last in effect prior to the
commencement of the Market Disruption Event using the Exchange traded price (or, if
trading in the relevant security has been materially suspended or materially limited, its good
faith estimate of the Exchange traded price that would have prevailed but for that suspension
or limitation) as of the close of trading on that fifth Exchange Business Day of each security
comprised in the Index.

(d)
Limited Recourse

The parties acknowledge and agree that to the extent the Issuer (or its affiliates) enter into
securities or futures or derivatives transaction(s) ("Hedge Transaction") with any party in
the local jurisdiction, including, without limitation, an entity affiliated, related to or
controlled by the Issuer ("Hedge Counterparty") to hedge these Warrants and the Hedge
Counterparty for such transactions fails or delays for the following reasons such as a default
by the local exchange or clearinghouse or a change in laws, rules or regulations applicable to
the Warrants to make any payment, delivery or distribution with respect to a Hedge
Transaction, then the Issuer's obligation to pay any amounts due hereunder shall be reduced
and/or delayed accordingly.

7.
DISRUPTION EVENTS

(a)
FX Disruption Event

If, as determined by the Calculation Agent in its sole discretion but acting in a commercially
manner, an event (an "FX Disruption Event") occurs and is continuing on the Redemption
Calculation Date in Korea with respect to KRW (the "Event Currency") that has the effect
of preventing or delaying the Issuer directly or indirectly from:

(i)
converting the Event Currency into US dollars (the "Non-Event Currency") through
customary legal channels;

(ii)
converting the Event Currency into the Non-Event Currency at a rate at least as
favourable as the rate for domestic institutions located in Korea;

(iii)
delivering the Non-Event Currency from accounts inside Korea to accounts outside
Korea;

(iv)
delivering the Event Currency between amounts inside Korea or to a party that is a
non-resident of Korea;

(v)
effectively realising the value of its underlying hedge in the Non-Event Currency at
any time; or

(vi)
otherwise being able to obtain the KRW/USD Exchange Rate as defined herein.

(b)
Redemption Disruption Event

Any event, as determined by the Calculation Agent in its sole discretion, but acting in a
commercially reasonable manner, that occurs at any time and from time to time which has the
effect of preventing the Issuer or the hedge counterparty from being able to unwind its Hedge
Transactions.
(c)
Effects of Disruption Events

10

Upon the occurrence of either an FX Disruption Event or a Redemption Disruption Event, the
Calculation Agent in its sole discretion, but acting in a commercially reasonable manner,
shall either (i) unilaterally accelerate the Expiration Date so that the date of such Disruption
Event shall be the newly accelerated Expiration Date or (ii) unilaterally extend the Expiration
to a date when such event (a) no longer exists or (b) is continuing, and make a determination
of a US Dollars amount that will be used as the Cash Settlement Amount herein. In the event
that the Expiration Date occurs and a Disruption Event occurs after such event, but before the
Exercise Settlement Date then such Exercise Settlement Date shall be delayed until such a
date when such Disruption Event is no longer in existence. No Early Exercise Date may
occur while a FX Disruption Event or a Redemption Disruption Event has occurred and is
continuing.

8.
PAYMENTS

Payments in respect of the Warrants will be made to the bearer of the Global Warrant against
presentation and surrender of the Global Warrant to or the order of a Paying Agent subject in
all cases to any fiscal or other laws and regulations applicable thereto in the place of
payment, but without prejudice to the provisions of Condition 10. If individual certificates
are issued in respect of individual holdings of Warrants, all payments in respect of the
Warrants shall be made through a Paying Agent by transfer to a U.S. dollar account
maintained by the payee with a bank in New York if the details of such account is kept in the
Register, or if no such account details are available, by U.S. dollar cheques drawn on a bank
in New York mailed to the relevant Holder (at the Holder's risks) at its address as recorded in
the Register. After the issue of certificates evidencing individual Holders' holdings of
Warrants, the Holders entitled to any payment hereunder are the persons shown on the
Register to be holders of Warrants at the close of business on the 7th day before the due date
of payment.

9.
CALCULATION AGENT

The Calculation Agent has agreed to act as calculation agent and its good faith
determinations and calculations in respect of the Warrants shall be binding in the absence of
manifest error. The Holders shall (in the absence as aforesaid) not be entitled to proceed
against the Calculation Agent in connection with the exercise or non-exercise by it of its
obligations, duties and discretions pursuant to these Conditions.

10.
TAXATION

All payments in respect of the Warrants will be subject in all cases to all applicable fiscal and
other laws and regulations (including, where applicable, laws requiring the deduction or
withholding of tax unless, in relation to any particular Holder, the Issuer is permitted by law
to make payment without withholding or deduction). The Issuer is not liable for or otherwise
obliged to pay, and the relevant Holder shall pay, any tax, duty, charges, withholding or other
payment which may arise as a result of, or in connection with, the ownership, transfer,
redemption or enforcement of any Warrants. The Issuer shall have the right, but not the duty,
to withhold or deduct from any amount payable to the Holder, such amount as is necessary (i)
for the payment of any such taxes, duties, charges, withholdings or other payments or (ii) for
effecting reimbursement in accordance with the following sentence. The relevant Holder
shall promptly reimburse the Issuer, if the Issuer is obliged to pay any tax, duty, charge,
withholding or other payment referred to in this Condition, failing which the Issuer shall
accordingly reduce any amount payable by it to the relevant Holder under these Conditions.