organization or incorporation, and each Subsidiary
is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification,
except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company
taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus.
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the
Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members
and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley
Act”) applicable to the Company and the listing rules of the Nasdaq Stock Market LLC. At least one member of the Audit
Committee of the Board of Directors of the Company qualifies as a “financial expert,” as such term is defined under
the Sarbanes-Oxley Act and the listing rules of the Nasdaq Stock Market LLC. In addition, at least a majority of the persons serving
on the Board of Directors qualify as “independent,” as defined under the listing rules of the Nasdaq Stock Market LLC.
Controls. The Company has developed and currently maintains disclosure controls and procedures that comply with
Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information
concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s
Exchange Act filings and other public disclosure documents.
2.27.2. Compliance. The
Company is in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement
such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory
and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as
defined under Rules 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been
designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing
similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as