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Underwriting Agreement Plc

(d) where the compensation provided for in this Section9 is not available or insufficient for an indemnification party in accordance with subsection (a) or (b) in respect of the losses, claims, damages or liabilities (or actions relating thereto) referred to, each indemnification party shall contribute to the amount to be paid or payable by that indemnification party as a result of such losses. Claims, damages or liabilities (or actions in respect of such actions) in a report that may reflect the relative benefits that the company, on the one hand, and the sub-authors, on the other hand, derive from the offer of the shares. However, if the law in force does not permit the allowance provided for in the above sentence or if the indemnified party has not made the notification referred to in paragraph (c) above, any compensating party must contribute to the amount paid or payable by that indemnified party in a relationship such as not to be satisfied with such benefits relating to: but also reflect the relative fault of the company, on the one hand, and the insurers. with respect to, on the other hand, statements or omissions that have led to such losses, claims, damages or liabilities (or other relevant legal considerations of convenience). The relative benefits received by the Company, on the one hand, and by the underwriters, on the other hand, will be deemed to be in the same proportion as the total net proceeds of the Offering (before deduction of costs) received by the Company in relation to the total discounts and subscription fees received by the underwriters, each as set forth in the table on the cover page of the Prospectus. The relative error is determined, inter alia, on the basis of whether the false or allegedly false statement of a material fact or the omission or alleged failure to disclose a material fact relates to information provided by the Company, on the one hand, or by the insurers, on the other hand, and to the relative intent of the parties. Knowledge, access to information and the ability to correct or prevent such statements or omissions. The Company and the underwriters agree that it would not be fair and equitable for the contribution referred to in this subsection (d) to be determined by proportional distribution (even if the sub-authors would be treated as a business for that purpose) or by another method of allocation that does not take into account the appropriate considerations referred to in this subsection (d). . .

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