Restrictions à l'offre (merci de confirmer plus bas *)

Généralités
La capacité des actionnaires de BKW FMB qui ne résident pas en Suisse à accepter l'offre d'échange peut être restreinte par l'ordre juridique du pays respectif dans lequel ils résident ou dont ils sont citoyens. La communication, la publication ou la distribution de ce prospectus d'offre en dehors de la Suisse peuvent être illégale(s). Par conséquent, toutes les personnes soumises à des ordres juridiques en dehors de la Suisse devraient s'informer des dispositions juridiques applicables à leur cas particulier et les respecter.

United States of America
The public exchange offer described in documents published on this website will not be made directly or indirectly in the United States of America or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, and may only be accepted outside the United States of America. This restriction includes, but is not limited to, facsimile transmission, telex or telephones. The offer prospectus and any other offering materials, with respect to the public exchange offer described on this website, may not be distributed in or sent to the United States of America, and may not be used for the purpose of soliciting the sale, or purchase, of any securities of BKW FMB from anyone in the United States of America. BKW AG is not soliciting the tender or exchange of securities of BKW FMB by any holder of such securities in the United States of America. Shares of BKW FMB will not be accepted from holders of such securities in the United States of America. Any purported acceptance of an offer that BKW AG or its agents believe has been made in or from the United States of America will be invalidated. BKW AG reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form, or the acceptance of which may be unlawful. 

The securities to be issued pursuant to the public exchange offer described in documents published on this website have not been, and will not be registered, under the U.S. Securities Act of 1933, the act as amended (the "U.S. Securities Act"), nor under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States of America, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws. Neither the offer prospectus nor the public exchange offer described in the offer prospectus or in any other documents published on this website do constitute an offer to sell or the solicitation of an offer to buy any securities in the United States of America, or in any other jurisdiction in which such an offer or solicitation would be unlawful. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration. BKW AG will not register, or make a public offer of its securities, or otherwise conduct the public exchange offer in the United States of America. 

To the extent permissible under applicable law or regulation, and in accordance with normal market practice in Switzerland, BKW AG and any affiliate (which may include BKW FMB), advisor, broker, or financial institution acting as an agent for the account or benefit of BKW AG may, subject to applicable Swiss and U.S. securities laws, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, BKW FMB Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, BKW FMB Shares other than pursuant to the Exchange Offer before, during or after the period in which the Exchange Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices, or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Switzerland and other relevant jurisdictions through the electronic media, if and to the extent required under applicable laws, rules and regulations in Switzerland.

European Economic Area
The offer prospectus available on this website has not been approved by the competent authority as being equivalent to a prospectus pursuant to the Prospectus Directive. Accordingly, the securities offered in connection with a takeover, by means of an exchange offer according to Article 4 of the Prospectus Directive, cannot be offered and will not be offered to persons in any Member State of the European Economic Area, except that securities may be offered in any Member State:

(a) at any time to a legal entity which is a qualified investor as defined in the Prospectus Directive; or
(b) in any circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

For the purposes of this provision, the expression «offer» in relation to any securities offered in connection with a takeover by means of an exchange offer in any Member State means: the communication in any form and by any means of sufficient information concerning on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
 
Each person who in a Member State, tendered its shares pursuant to the exchange offer, shall by doing so be taken to have represented and warranted to the company that it is a permitted investor, and that it has complied with any other restrictions applicable to that Member State as set out in this prospectus.

United Kingdom
The communication published on this website is directed only at persons in the United Kingdom who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The communication published on this website must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the communication published on this website relates is available only to relevant persons and will be engaged in only with relevant persons.