Seadrill Limited — Capital/Financing Update 2010

Dec 16, 2010

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF ITALY.

IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached document and you are therefore required to read it carefully before reading or making any other use of the document. By accepting the email to which this document was attached and by accessing the document, you shall be deemed (in addition to giving the representations below) to agree to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Seadrill Limited ("Seadrill") and/or ABG Sundal Collier Norge ASA, Credit Suisse Securities (Europe) Limited and Deutsche Bank AG, London Branch (the "Managers") as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the attached document.

Confirmation of your representation: The attached document contains an invitation by Seadrill to the holders of the outstanding Bonds (as defined below) to make offers to convert their Bonds (the "Incentive Offer"). The document was sent at your request and, by accepting the e-mail to which the document was attached and accessing the document, you shall be deemed (in addition to the above) to have represented to Seadrill, the Managers and the Tender Agent that:

• (i) you are a holder or a beneficial owner of the USD 1,000,000,000 3.625 per cent Callable Convertible Bonds due 2012 (the "Bonds") issued by Seadrill;
• (ii) the electronic mail address which you have given to us and to which the document has been delivered is not located in the United States;
• (iii) neither you nor any beneficial owner of the Bonds nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States or is a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933);
• (iv) you are not resident in the Republic of Italy or a person located in the Republic of Italy;
• (v) you are a person to whom it is lawful to send the document or for Seadrill to make an invitation pursuant to the Incentive Offer under applicable laws and regulations; and
• (vi) you consent to delivery of the document to you by electronic transmission.

You are otherwise reminded that the document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident. If you have recently sold or otherwise transferred your entire holding of Bonds (as defined below), you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee, but if and only if you are permitted to do so by applicable law, and subject to the restrictions set out on this and the following page. Save as referred to above, the document should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever.

Any materials relating to the Incentive Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Incentive Offer be made by a licensed broker or dealer and the Managers or any of their affiliates is such a licensed broker or dealer in that jurisdiction, the Incentive Offer shall be deemed to be made by the Managers or such affiliate, as the case may be, on behalf of Seadrill in such jurisdiction. If the document is communicated to persons in the United Kingdom, it may only be so communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

The document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Seadrill, the Managers or the Tender Agent nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Managers and the Tender Agent.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in (i) the United States of America; (ii) the United Kingdom (other than to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) (the "Order"), or to persons within Article 43 of the Order, including existing members and creditors of Seadrill and any other persons to whom this electronic transmission can be lawfully communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply); (iii) the Republic of Italy; (iv) Belgium (other than to "qualified investors" as defined in Article 6 of the Law of 1 April 2007 on public acquisition offers); or (v) the Republic of France (other than to providers of investments services relating to third party portfolio management and qualified investors (investisseurs qualifiés) all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.441-1 to D.441-3 of the French Code monétaire et financier) or any other jurisdiction in which such offer or solicitation would be unlawful.

The distribution of the document in certain jurisdictions may be restricted by law - see "Offer and Restrictions". Persons into whose possession the document comes are required by Seadrill and the Managers to inform themselves about, and to observe, any such restrictions.

This document contains important information which should be read carefully before any decision is made with respect to the Incentive Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer Bonds in the Incentive Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR LOCATED IN THE UNITED STATES OR LOCATED IN THE REPUBLIC OF ITALY.

THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION

16 DECEMBER 2010

VOLUNTARY INCENTIVE PAYMENT OFFER TO CONVERT UP TO USD 250,000,000 OF PRINCIPAL AMOUNT OF 3.625 PER CENT SEADRILL LIMITED CALLABLE CONVERTIBLE BOND ISSUE 2007/2012

Reference is made to Seadrill Limited ("Seadrill") USD 1,000,000,000 of principal amount of 3.625 per cent Seadrill Limited Callable Convertible Bond Issue 2007/2012 (the "Bonds") bearing ISIN NO. 0010395981, such Bonds issued pursuant to the loan agreement between Seadrill and Norsk Tillitsmann ASA dated 2 November 2007 (the "Loan Agreement").

Seadrill hereby makes an offer of a cash incentive payment for a maximum of USD 250,000,000 of the Bonds (the "Incentive Offer") to the Bondholders (as defined herein) who elects to exercise their Conversion Right (as defined in the Loan Agreement) to convert their Bonds to a fixed number of Seadrill common shares ("Shares") in accordance with the terms and conditions of the Loan Agreement and on the terms and conditions contained herein. The incentive payment will not impact the rights of holders of Bonds who do not wish to convert their Bonds during the Conversion Incentive Period.

Seadrill has engaged ABG Sundal Collier Norge ASA, Credit Suisse Securities (Europe) Limited and Deutsche Bank AG, London Branch as managers for the Incentive Offer (collectively referred to as the "Managers").

The Incentive Offer has been approved by the board of directors of Seadrill.

The Incentive Offer is subject to the following terms and conditions:

Maximum Conversion Amount	The Incentive Offer is limited to a maximum conversion of USD 250,000,000 in principal amount of Bonds converted into common shares of Seadrill
Bond Conversion	The Bonds to be converted to Shares at a ratio based on the prevailing conversion ratio of 3,510.0035 Shares per USD 100,000 principal amount of Bonds as provided for in the Loan Agreement, resulting in a maximum amount of 8,775,008 common shares being issued.
Accrued Interest	The holders of the Bonds (the "Bondholders") accepting the Incentive Offer will be eligible to receive accrued interest from 8 November 2010 until 17 December 2010 of USD 387.33 per USD 100,000 principal amount of Bonds.

Incentive Payment	The Bondholders accepting the Incentive Offer will be eligible to receive a cash consideration (the "Cash Consideration") of approximately USD 8,500 per USD 100,000 principal amount of Bonds calculated as follows:
	USD 8,500 + ((USD 33.10 - VWAP) × (3,510.0035 per Bond × (1- Reference Delta))
	Where the VWAP is calculated as arithmetic mean of the volume weighted average trading price of Seadrill's common shares on the Oslo Stock Exchange on 16 December 2010 from 09:00 to 17:30 converted at the noon London time USD:NOK exchange rate and on 17 December 2010 from 09:00 to 17:30 converted at the noon London time USD:NOK exchange rate.
	The Reference Delta is 60%.
Acceptance Period	The acceptance period for the Incentive Offer runs from its public announcement by way of dissemination of a press release by Seadrill, until 17 December, 2010 at 17:30 (CET).
	Seadrill may in its sole discretion extend the acceptance period (one or more times). Such extension will be notified by dissemination of a press release by Seadrill on the ticker SDRL (NYSE and OSE).
Acceptance	By delivering a duly executed acceptance form ("Acceptance Form") as attached hereto to ABG Sundal Collier Norge ASA within the Acceptance Period, the Bondholder irrevocably commits itself to the terms and conditions of the Incentive Offer, and undertakes to either (i) accept the corporate action in Euroclear, Clearstream or VPS, or (ii) ensure that its custodian or prime broker sends an executed Conversion Request (as defined in the Loan Agreement) to Nordea Bank Norge ASA, Verdipapirservice (the "Paying Agent"), to be received by the Paying Agent no later than 17 December 2010 at 17:30 (CET).
	The acceptance of the Incentive Offer is irrevocable by the Bondholders, and may not be withdrawn, in whole or in part, once ABG Sundal Collier Norge ASA has received the Acceptance Form. Seadrill may, in its sole discretion, refuse to accept any Acceptance Form delivered in connection with the Incentive Offer.
Over acceptance	In the event Seadrill receives Acceptances for the Incentive Offer that in aggregate exceeds the Maximum Conversion Amount, Seadrill will accept such Acceptances on a pro-rata basis scale back accepting Bondholders that participate in the Incentive Offer. Each offer of Bonds for conversion subject to pro-ration in this manner will be rounded down to the nearest USD100,000 principal amount, provided that no offer

	of Bonds for conversion shall be accepted in this manner where the acceptance of pro-rated Bonds pursuant to the Incentive Offer would result in a residual amount of Bonds totalling less than USD100,000 in principal amount. Seadrill reserves the right, at its sole discretion, to reject and/or reduce any and all Acceptances, in whole or in part, or to cancel the Incentive Offering, and to treat incorrect, incomplete and delayed Acceptances as valid.
Paying Agent	Fokus Bank NUF
Settlement	Settlement according to this voluntary Incentive Offer will be made on or about 21 December 2010. The settlement procedure will be as is customary for conversions of bonds to shares and in accordance with the terms and conditions of the Loan Agreement.
Governing law and jurisdiction	The Incentive Offer and all acceptances of the Incentive Offer are governed by Norwegian law with the Oslo city court as legal venue. Any disputes arising out of, or in connection with, the Incentive Offer, are subject to Norwegian law and shall exclusively be settled by Norwegian courts and with Oslo city court as legal venue.

Holders of Bonds registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Incentive Offer. Acceptance of the Incentive Offer for Bonds registered in the name of an investment manager must be done by the manager on behalf of the Bondholders.

All Bonds submitted and converted pursuant to the Incentive Offer are to be transferred free of any encumbrances and any other third party rights and with all rights attached to them. Any third party with such rights over the relevant Euroclear, Clearstream or VPS account(s) must sign the acceptance form attached hereto and thereby waive its rights in the Bonds and approve the transfer of the Bonds to the Paying Agent. Acceptances may be treated as invalid if any such rights holder has not consented by duly completing and executing the Acceptance Form.

Bondholders who wish to accept the Incentive Offer must complete and sign the Acceptance Form attached hereto and return it to ABG Sundal Collier Norge ASA prior to the expiration of the Acceptance Period. Duly completed and signed Acceptance Forms shall be sent by fax or by e-mail to ABG Sundal Collier Norge ASA at the following address:

ABG Sundal Collier Norge ASA Pb. 1444 Vika Munkedamsveien 45E, 7th Floor NO-0115 OSLO Norway Tel +47 22 01 60 00 Fax +47 22 01 61 10 E-mail: nils.myhre@abgsc.no

The Managers are acting on behalf of Seadrill in connection with the Incentive Offer. The Managers are not acting on behalf of any other party in connection with the Incentive Offer and will not be responsible to any party other than Seadrill for providing (i) the protections normally granted to their customers, or (ii) advice in relation to the Incentive Offer.

Offer Restrictions

The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by Seadrill and the Managers to inform themselves about and to observe any such restrictions.

This document does not constitute an offer to buy or a solicitation of an offer to sell Bonds, and tenders of Bonds in the Incentive Offer will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Incentive Offer to be made by a licensed broker or dealer and any of the Managers is such a licensed broker or dealer in such jurisdictions, the Incentive Offer shall be deemed to be made on behalf of Seadrill by that Manager.

Each Holder participating in the Incentive Offer will be deemed to give certain representations in respect of the below-mentioned jurisdictions and generally as set out in the Acceptance Form. Any offer of Bonds for conversion pursuant to the Incentive Offer from a Holder that is unable to make these representations will not be accepted. Seadrill and the Managers reserve the right, in their absolute discretion, to investigate, in relation to any offer of Bonds for conversion pursuant to the Incentive Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Seadrill determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Holders with any questions on the Incentive Offer should contact one of the Managers for further information.

United States

The Incentive Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Bonds may not be offered for conversion in the Incentive Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this document and any other documents or materials relating to the Incentive Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States (including custodians, nominees and trustees). Any purported offer of Bonds for conversion in the Incentive Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.

Each holder of Bonds participating in the Incentive Offer will represent that it is not located in the United States and is not participating in the Incentive Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Incentive Offer from the United States. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this document and any other documents or materials relating to the Incentive Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated.

Italy

The Incentive Offer is not being made, directly or indirectly, in the Republic of Italy ("Italy"). The Incentive Offer and this document have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Holders are notified that, to the extent Holders are located in Italy, the Incentive Offer is not available to them and neither this document nor any other documents or materials relating to the Incentive Offer or the Bonds may be distributed or made available in Italy as part of a public purchase or exchange offer (offerta pubblica di acquisto o di scambio) (as defined in Article 1, paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no applicable exemption is available (a "Non-exempt Offer in Italy").

Belgium

Neither this document nor any other documents or materials relating to the Incentive Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank- , Financie- en Assurantiewezen) and, accordingly, the Incentive Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Incentive Offer may not be advertised and the Incentive Offer will not be extended, and neither this document nor any other documents or materials relating to the Incentive Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law, acting on their own account. Insofar as Belgium is concerned, this document has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Incentive Offer. Accordingly, the information contained in this document may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Incentive Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this document nor any other documents or materials relating to the Incentive Offer have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Incentive Offer. This document has not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.

Important Note

Any decision to accept the Incentive Offer should only be made on the basis of an independent review by you of Seadrill's publicly available information.

Bondholders should take their own independent advice on the merits of the Incentive Offer including the tax consequences thereof for the Bondholder.

By accepting the Incentive Offer, you will be deemed to have acknowledged, represented to and agreed with the Managers that: (a) you have such business and financial experience as is required to give you the capacity to protect your own interests in connection with the conversion of the Bonds; (b) you acknowledged that the Managers are agents of Seadrill and appointed by Seadrill and owe no duty to any Bondholder and you may not rely, and have not relied, on any investigation that the Managers or any of their respective affiliates, or any person acting on their behalf or any of their respective affiliates, may have conducted with respect to Seadrill, the Shares or the Bonds, and neither the Managers nor any of their respective affiliates has made any representation or recommendation to you, express or implied, with respect to Seadrill, the Shares, the Bonds, this document or the Incentive Offer or the accuracy, completeness or adequacy of any publicly available information; (c) you understand that no disclosure or offering document has been prepared in connection with the Incentive Offer; (d) you have made your own assessment of Seadrill, the Shares, the Bonds and the terms of the Incentive Offer based on this voluntary Incentive Offer and other such information as is publicly available (which you acknowledge you have been able to access, read and understand); (e) you have made your own investment decision regarding the acceptance of the Incentive Offer to convert Bonds based on your own knowledge and investigation of Seadrill, the Shares and the Bonds; (f) you will not hold the Managers or any of their respective affiliates responsible for any misstatements in or omissions from any publicly available information concerning Seadrill, and the Managers shall have no liability for any other representations (express or implied) contained in, or for any omissions from, such information or any other written or oral communication transmitted to you in the course of your evaluation of the Bonds; (g) the Managers shall have no obligation to update any such information or to correct any inaccuracies therein or omissions there from which may become apparent, even where the Managers are aware of such inaccuracies or omissions; (h) it is not a person to whom it is unlawful to send this document or to make an invitation pursuant to the Incentive Offer under applicable securities laws and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Acceptance in respect of the Bonds it is offering for conversion) complied with all laws and regulations applicable to it for the purposes of its participation in the Invitation; and (i) you have consulted your own independent advisers or otherwise have satisfied yourself concerning, without limitation, any accounting, regulatory, tax or other consequences of purchasing the Bonds in the light of your own particular situation under the laws of all relevant jurisdictions generally.

You should proceed on the assumption that you must bear the economic risk of the conversion of the Bonds for an indefinite period. Neither Seadrill nor the Managers make any representation as to (i) the suitability of accepting the Incentive Offer for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of accepting the Incentive Offer, or (iii) the future performance of the Bonds or Shares either in absolute terms or relative to competing investments.

The Managers (or their respective directors, officers, employees, agents or affiliates) have not separately verified the information contained herein.

Neither the delivery of this document nor any acceptance for conversion of any Bonds shall, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of this document. Subject to the offer restrictions set out below, this document is solely directed at the Bondholders.

The Managers are acting exclusively for Seadrill and nobody else in relation to the Invitations and will not be responsible pursuant to the dealer manager agreement dated 16 December 2010 for giving advice or other investment services in relation to the Invitations to any party in relation to the Incentive Offer. The Managers and/or their respective affiliates may have a holding in, or may from time to time provide advice or other investment services in relation to, or engage in transactions involving, the Bonds.

* * * * *

This voluntary Incentive Offer is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. The Incentive Offer may not be offered to the public in any jurisdiction in circumstances which would require Seadrill to prepare or register any prospectus, offering document or circular relating to the conversion of Bonds in such jurisdiction. The distribution of this Incentive Offer in certain jurisdictions may be restricted by law. Any persons reading this Incentive Offer should inform themselves of and observe any such restrictions.

This document does not constitute an offer to sell, a solicitation of an offer to purchase any securities, or a solicitation for an offer of securities or marketing or sales activity for such securities in any relevant jurisdiction.

ACCEPTANCE FORM

TO:		ABG Sundal Collier Norge ASA
	Attention:	Nils Chr. Myhre
	Facsimile No:	+47 22 01 61 10
E-mail:	nils.myhre@abgsc.no

FROM: _________________________________ (BLOCK LETTERS)

DATE: ________

For use in accepting the incentive offer (the "Incentive Offer") made by Seadrill Limited ("Seadrill") described in the Incentive Offer dated 16 December 2010 with respect to maximum USD 250,000,000 of Seadrill's USD 1,000,000,000 of principal value of 3.625 per cent Seadrill Limited Callable Convertible Bond Issue 2007/2012 (the "Bonds") with ISIN NO. 0010395981. All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Incentive Offer.

Acceptance guidance:

• This acceptance includes all Bonds which, in addition to the Bonds stipulated in the box "Number of Bonds" below, have been or will be acquired and which will be credited to the Euroclear, Clearstream or VPS account(s) set out below until settlement of the Incentive Offer.
• Bonds covered by this acceptance will be blocked on the above mentioned Euroclear, Clearstream or VPS account(s), and may not in any way be disposed over.
• Settlement of the Share Consideration will be made by way of transfer to the Euroclear, Clearstream or VPS account(s) specified on this acceptance form under "Bonds and Euroclear, Clearstream or VPS account(s)" below.
• This acceptance may be treated as invalid if the Euroclear, Clearstream or VPS account(s), with which my/our Bonds are registered, is not filled in below.
• The Bonds must be transferred free of any encumbrances.
• By delivering this executed Acceptance Form, the Bondholder (acting on its own behalf or represented by its portfolio manager or any other person having the necessary powers, as the case may be) irrevocably undertakes to have instructed, or will instruct, its prime broker/custodian for the relevant Euroclear, Clearstream or VPS account(s).
• In the event of Over Acceptance as described in the Incentive Offer, the Managers will instruct the Paying Agent to only accept Conversion Request for such conversion amount that is applicable in accordance with the procedure for Over Acceptance.
• It is not a person to whom it is unlawful to send this document or to make an invitation pursuant to the Incentive Offer under applicable securities laws and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Acceptance in respect of the Bonds it is offering for conversion) complied with all laws and regulations applicable to it for the purposes of its participation in the Invitation.
• It is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Order) or within Article 43(2) of the Order, or to whom this document may lawfully be communicated in accordance with the Order.
• Either (a) (i) it is the beneficial owner of the Bonds being tendered in the Incentive Offer and (ii) it is located and resident outside the United States and is participating in the Incentive Offer from outside the United States or (b) (i) it is acting on behalf of the beneficial owner of the Bonds being tendered in the Incentive Offer on a non discretionary basis and has been duly authorised to so act and (ii) such beneficial owner has confirmed to it that it is located and resident outside the United States and is participating in the Incentive Offer from outside the United States.
• It is not located or resident in Belgium or, if it is located or resident in Belgium, it is a qualified investor, in the sense of Article 10 of the Belgian law of 16 June 2006, acting for its own account.
• It is not located in Italy, it did not receive this document or any invitation to participate in the Incentive Offer in Italy and it is not acting on behalf of investors located in Italy and it has not distributed or made available this document or any other offering materials in Italy or (ii) if it is located in Italy; (A) it did not receive this document or any invitation to participate in the Incentive Offer in Italy from any of the Bank, the Managers and the Tender Agent or any person acting on behalf of any of them as part of a Non-exempt Offer in Italy (and to this effect it acknowledges that this document is not being made available to Bondholders who are located in Italy as part of a Non-exempt Offer in Italy and that none of the Bank, the Managers and the Tender Agent have conducted or will conduct in the future any Non-exempt Offer in Italy); and (B) it has not distributed or made available, and will not distribute or make available this document or any other offering materials in Italy.
• It is not located or resident in the France or, if it is located or resident in France, it is a (i) provider of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investor (investisseur qualifié) other than an individual (all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier) acting on its own account.

Bonds and Euroclear, Clearstream or VPS account(s):

We/I hold the following number of Bonds which are registered with the following Euroclear, Clearstream or VPS account(s):

USD Principal Amount:	Clearing accounts:	Global Custodian
	Euroclear Account
	Clearstream Account
	VPS Account

Please deliver the Cash Consideration and accrued interest payment to the following Clearing Account: [•]

Acceptance and signature

By duly executing and delivering this Acceptance Form I/we warrant that that I/we have received the Incentive Offer and accept the Incentive Offer to sell my/our Bonds according to the terms and conditions of the Incentive Offer and this acceptance form, hereunder that my/our acceptance may be reduced or cancelled.

Place	Date	Binding signature*	Telephone	Email
____	__	___	____	_____

* If signed by power of attorney, the power of attorney (and with respect to companies, Certificate of Registration or similar documentation) shall be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation shall be enclosed.