supporting schedules, fairly present the financial
position and the results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries (as such
term is defined below), on a consolidated basis, at the dates and for the periods to which they apply; and such financial statements
have been prepared in conformity with International Financial Reporting Standards (“IFRS”), as issued by the
International Accounting Standards Board, applied on a consistent basis throughout the periods covered thereby; and the supporting
schedules included in the Registration Statement present fairly the information required to be stated therein. Each of the Registration
Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons
that are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses.
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on
the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have
on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration
Statement, the Pricing Disclosure Package and the Prospectus, on the date hereof and on the Closing Date, there will be no stock
options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary Shares or ADSs or any
security convertible or exercisable into Ordinary Shares or ADSs, or any contracts or commitments to issue or sell Ordinary Shares,
ADSs or any such options, warrants, rights or convertible securities.
Issuance of Securities, etc.
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by
this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no
rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none
of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The authorized Ordinary Shares and the ADSs representing Ordinary Shares conform in all material
respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The offers and sales of the outstanding Ordinary Shares and the ADSs representing Ordinary Shares were at all relevant times either
registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the
representations and warranties of the purchasers of such Shares, exempt from such registration requirements.
Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when
issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject
to personal liability by reason of being such holders; except as set forth in the Registration Statement, the