Professional Investor includes:

• any person or entity that is a credit institution, investment firm, other regulated financial institution, insurance company, collective investment scheme, pension fund or, for investors in the European Economic Area, persons or entities that qualify as a Professional Investor under the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU);
• for investors in the United Kingdom, any person or entity that is a credit institution, investment firm, other regulated financial institution, insurance company, collective investment scheme, pension fund or any persons or entities that qualify as a Professional Investor under section 3.5 Conduct of Business Sourcebook of the FCA Handbook of Rules and Guidance;
• for investors in Switzerland, any persons or entities (a) who is a Professional Client as defined in article 4(3) of the Swiss Federal Act on Financial Services (FinSA) or (b) a Private Client within the meaning of article 4(2) FinSA who is in a long-standing investment advisory- or investment management relationship with a regulated financial intermediary and who did not declare that they shall not be treated as qualified investors in accordance with article 10 (3ter) of the Swiss Federal Act on Collective Investment Schemes;
• in the Abu Dhabi Global Market (ADGM), any persons or entities who qualify as Professional Clients under section 2.4 of the Conduct of Business Rulebook (COBS) of the FSRA Rules;
• in the Dubai International Financial Centre (DIFC), any persons or entities who qualify as “Deemed” Professional Clients under section 2.3.4 Conduct of Business Module (COB) of the DFSA Rulebook; and
• for investors in Hong Kong, any person who is a professional investor as defined under part 1 of schedule 1 to the Securities and Futures Ordinance (Cap. 571, the Laws of Hong Kong) and sections 3 to 7 of the Securities and Futures (Professional Investor) Rules (Cap. 571D, the Laws of Hong Kong). Please refer to the following link for the definition of “professional investor”.
• for investors in Brazil, please see special section below.

Non-Professional Investor: any person or entity who is not a Professional Investor and does not conform to the below definitions.

Aruban Professional Market Participant includes:

• Investment institutions, credit institutions,
• Pension funds,
• Securities brokers,
• Asset managers,
• Insurers,
• Listed companies,
• Enterprises with a balance sheet total of Aruban florin (“Afl.”) 10,000,000 or more (so approximately USD 5,600,000 or more),
• Other parties designated by the regulator in Aruba, the Central Bank of Aruba.

Australian Wholesale Client: For investors in Australia, a person or entity is a “wholesale client” if they satisfy the requirements of section 761G of the Corporations Act 2001 (Cth). Please refer to the following link for the definition of “wholesale client“.

Brazilian Professional Investor includes:

• Financial institutions and other entities authorized to operate by the Central Bank of Brazil;
• Insurance companies and special savings companies (sociedades de capitalização);
• Open-end and closed-end pension funds;
• Any individual or legal entity holding financial investments in excess of R$10,000,000;
• Investment funds;
• Investment clubs, provided that their portfolios are managed by a portfolio manager authorized by the CVM;
• Portfolio managers and investment advisers authorized by the CVM, with respect to their own funds;
• Nonresident investors endowment funds.

Canadian Registered Dealer: For firms or persons in Canada, a “registered dealer” is a firm or individual in Canada that is registered under National Instrument 31-103 (NI 31-103).

Canadian Permitted Client: For persons in Canada, any person who is a “permitted client” as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Chilean Qualified Investor includes:

• Institutional investors, defined as those contained in the letter e) of Article 4 bis of Law No. 18,045 (Pension funds are considered as institutional investors.);
• Entities regulated as banking companies, insurance companies, reinsurance companies, fund administrators, and securities brokers incorporated abroad, the last of these when acting on their own account or on behalf of third parties who are not citizens, residents or transients in Chile;
• Stockbrokers and securities agents, when acting on their own;
• Brokers of agricultural commodities, when acting on their own, and investment products corresponding to those listed in Article 5 of Law 19,220;
• Natural persons or corporations and entities, Chilean or foreign, that at the moment of making investments, have investments in securities which may be publicly offered in Chile or abroad, in an amount not less than UF 10,000;
• Natural persons or corporations and entities, Chilean or foreign, who have delegated investment decisions to a Qualified Investor according to the considerations of this Rule, under a management contract portfolio.”

Guatemalan Institutional Investor includes:

• Entities supervised by the Bank Superintendency (Banks, financial entities, credit institutions, insurance entities, general warehouses, exchange houses, financial groups and companies controlling financial groups and other entities specifically provided by law.);
• Social Security Office;
• Public or Private Social Security Entities  (The Guatemalan Social Security Office and “public or private social security entities” refer to entities dedicated to providing health and social security services to the people affiliated with them (referred to as the “insured” or “beneficiaries”); and
• Collective investment entities and/or vehicles, such as: i) Investment Trusts; ii) Investment Companies, and, iii) Investment Funds. Note:
  • Investment Trusts have the limitation that the trustee can only be either a bank or a “Private Finance Company”, which are both entities supervised by the Guatemalan Superintendency of Banks;
  • Investment Corporations are those incorporated pursuant to what is provided in Securities Law, are engaged in the business of investing the pooled capital of investors in financial securities and are dully registered before the Mercantile Registry; and
  • Investment Funds are required to be registered in the Securities and Commodities Market Registry (Registro del Mercado de Valores y Mercancías).

Mexican Institutional Investor: Defined as Mexican and foreign banks, broker dealers, insurance and bond companies, bonded warehouses, financial leasing companies, factoring companies and investment funds, private pension and annuities funds and foreign pension and investment funds;

Mexican Qualified Investor: Individuals and corporations which maintain during the previous year investments in securities for an amount equal or similar to 1.5 million Unidades de Inversión or that have obtained during the previous two years a gross income of at least 500,000 Unidades de Inversión per year.

Panamanian Institutional Investor includes:

• Sovereign States and any department, political subdivision or agency thereof which is authorized to make investments in securities;
• Licensed banks; insurance and reinsurance companies; investment companies registered with the Superintendence of Capital Markets; investment trusts managed by licensed trustees; certain retirement and pension funds licensed to operate in Panama; and broker-dealers when they act for their own account;
• Any legal entity (such as a corporation, trust or foundation) domiciled in Panama, with a net worth of not less than US$1 million according to its most recent audited financial statements, which, on a regular basis during the 2 years prior to the offer, has dealt in securities, and its key executives or the majority of its officers and directors have had not less than 2 years of experience in dealing with securities.

Peruvian Institutional Investor includes:

• Non-governmental Peruvian pension funds (Administradoras Privadas de Fondos de Pensiones or AFP)
• The Governmental Peruvian pension fund (Oficina de Normalización Previsional – ONP)
• Mutual fund managers
• Broker dealers
• Investment fund managers
• Insurance companies
• Social Security Office (ESSALUD)
• Securitization Companies
• Qualified Institutional Buyers under Rule 144A of the U.S. Securities Act of 1933
• Institutions subject to the supervision of the Superintendence of Banks, Insurance Companies and Pension Funds (“SBS”), pursuant to article 16 of the Peruvian Banking and Insurance Act (banks, financial companies, investment banks, trust corporations, etc.)
• Private or public corporations that customarily invest in securities (non- Governmental private law corporations must have a securities portfolio of at least approximately PEN 2,465,748.00)
• Funds and trusts managed by any authorized entity as per the above paragraphs when the net asset value of such funds or trusts is equal or greater than approximately PEN 986,299.00
• Individuals whose net worth exceeds approximately PEN 4,931,496.00 and whose securities portfolio is at least approximately PEN 2,465,748.00

Singaporean Accredited Investor: For persons in Singapore, any person who is an “accredited investor” as defined in section 4A of the Securities and Futures Act 2001 of Singapore.

Singaporean Institutional Investor: For persons in Singapore, any person who is an “institutional investor” as defined in section 4A of the Securities and Futures Act 2001 of Singapore.

Other: any person or entity who is not included in any of the above definitions.