Common use of Capitalization of the Purchaser Clause in Contracts

Capitalization of the Purchaser. (a) As of April 4, 2003, the Purchaser's capital stock consists of 2,095,999,003 issued and outstanding Ordinary Shares ("Ordinary Shares") and 3,215,474,597 issued and outstanding Preferred Limited Voting Ordinary Shares ("Preferred Limited Voting Ordinary Shares"). As of April 4, 2003, 463,634,561 American Depositary Receipts ("American Depositary Receipts") were on issue representing American Depositary Shares ("American Depositary Shares") of the Purchaser (such American Depositary Shares are hereinafter referred to as the "Purchaser Stock"), each of which represents four (4) issued and outstanding Preferred Limited Voting Ordinary Shares of the Purchaser. Except as may be otherwise disclosed by the Purchaser to GM and ▇▇▇▇▇▇ prior to the first day during which the 20-Day Average Purchaser Stock Price is to be calculated pursuant to the Merger Agreement: (i) since April 4, 2003, there have been no changes (other than to the number of outstanding shares) to the Purchaser's capital stock, including the classes and series; powers, designations, preferences and rights; qualifications, limitations and restrictions; and terms and provisions thereof; (ii) there is no stockholder rights plan issued by the Purchaser with respect to its securities; and (iii) the Purchaser has no authorized or outstanding bonds, debentures, notes or other obligations or securities, the holders of which have (or upon the occurrence of certain specified events would have) the right to vote with shareholders of the Purchaser on any matter. Each outstanding share of the Purchaser capital stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of any preemptive or similar rights. (b) Each Preferred Limited Voting Ordinary Share to be issued and deposited by the Purchaser pursuant to the Deposit Agreement in connection with any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Merger Agreement, respectively, validly issued, fully paid and nonassessable, free and clear of all Encumbrances and will not be issued in violation of any preemptive or similar rights. The Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be issued under the terms of the Deposit Agreement. As of the Closing, the Deposit Agreement shall be a legal, valid and binding obligation of the Purchaser and the Depositary, enforceable against the Purchaser and the Depositary in accordance with its terms, except as enforceability may be limited by bankruptcy, similar laws of debtor relief and general principles of equity. Upon issuance by the Depositary, as contemplated by this Agreement and the Merger Agreement, the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger shall be validly issued, and the registered holders thereof shall be entitled to the rights of a registered holder of the American Depositary Receipts evidencing such Purchaser Stock, as specified in the Deposit Agreement and in the American Depositary Receipts representing such Purchaser Stock, free and clear of all Encumbrances. As of the Closing, the Purchaser shall have (i) issued and allotted the Preferred Limited Voting Ordinary Shares underlying any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger to Citicorp Nominees Pty Limited (the "Custodian") and made such entries in the register of members of the Purchaser as are required by the Australian Corporations Act to record the Custodian as a member of the Purchaser in respect of such Preferred Limited Voting Ordinary Shares, (ii) delivered to the Custodian such evidence as the Custodian reasonably requires confirming that such underlying Preferred Limited Voting Ordinary Shares have been issued to and registered in the name of the Custodian, (iii) obtained in principle approval from the ASX indicating that it will grant official quotation to any Preferred Limited Voting Ordinary Shares underlying any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger and (iv) received authorization for listing of the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger on the NYSE (subject to official notice of issuance).

Capitalization of the Purchaser. (a) As of April 4September 30, 20031999, the Purchaser's authorized capital stock consists consisted solely of 2,095,999,003 (i) 50,000,000 shares of Purchaser Common Stock, of which (A) 9,875,569 shares were issued and outstanding Ordinary Shares outstanding, ("Ordinary Shares"B) and 3,215,474,597 248,255 shares were issued and outstanding Preferred Limited Voting Ordinary Shares held in treasury and ("Preferred Limited Voting Ordinary Shares"). As C) 6,171,726 shares were reserved for issuance upon the exercise or conversion of April 4options, 2003, 463,634,561 American Depositary Receipts ("American Depositary Receipts") were on issue representing American Depositary Shares ("American Depositary Shares") of warrants or convertible securities granted or issuable by the Purchaser and (such American Depositary Shares are hereinafter referred to as ii) 10,000,000 shares of Preferred Stock, par value $.01 per share (the "Purchaser Preferred Stock"), each of which represents four (4) 2,000 shares of Series B Convertible Preferred Stock were issued and outstanding Preferred Limited Voting Ordinary Shares of the Purchaser. Except as may be otherwise disclosed by the Purchaser to GM and ▇▇▇▇▇▇ prior to the first day during which the 20-Day Average Purchaser Stock Price is to be calculated pursuant to the Merger Agreement: (i) since April 4, 2003, there have been no changes (other than to the number of outstanding shares) to the Purchaser's capital stock, including the classes and series; powers, designations, preferences and rights; qualifications, limitations and restrictions; and terms and provisions thereof; (ii) there is no stockholder rights plan issued by the Purchaser with respect to its securities; and (iii) the Purchaser has no authorized or outstanding bonds, debentures, notes or other obligations or securities, the holders of which have (or upon the occurrence of certain specified events would have) the right to vote with shareholders of the Purchaser on any matteroutstanding. Each outstanding share of Purchaser Common Stock is, and all shares of Purchaser Common Stock to be issued in connection with the Purchaser capital stock is transactions contemplated hereby will be, duly authorized and validly issued, fully paid and non-assessablenonassessable, with no personal liability attaching to the ownership thereof, and each outstanding share of Purchaser Common Stock has not been issued in violation been, and all shares of any preemptive or similar rights. (b) Each Preferred Limited Voting Ordinary Share to be issued and deposited by the Purchaser pursuant to the Deposit Agreement in connection with any Purchaser Common Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Merger Agreement, respectively, validly issued, fully paid and nonassessable, free and clear of all Encumbrances and transactions contemplated hereby will not be subject to or issued in violation of any preemptive or similar rights. The shares of Purchaser Common Stock to be issued by the Depositary in connection with the Stock Sale and the Merger will be issued are registered under the terms of the Deposit AgreementExchange Act. As of September 30, 1999, except as set forth above or in the Closing"Purchaser SEC Documents" (as defined herein), the Deposit Agreement shall be a legalPurchaser does not have and is not bound by any outstanding subscriptions, valid and binding obligation options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Purchaser Common Stock or Purchaser Preferred Stock or any other equity securities of the Purchaser and or any securities representing the Depositary, enforceable against the right to purchase or otherwise receive any shares of Purchaser and the Depositary in accordance with its terms, except as enforceability may be limited by bankruptcy, similar laws of debtor relief and general principles of equity. Upon issuance by the Depositary, as contemplated by this Agreement and the Merger Agreement, the Common Stock or Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger shall be validly issued, and the registered holders thereof shall be entitled to the rights of a registered holder of the American Depositary Receipts evidencing such Purchaser Preferred Stock, as specified in the Deposit Agreement and in the American Depositary Receipts representing such Purchaser Stock, free and clear of all Encumbrances. As of the Closing, the Purchaser shall have (i) issued and allotted the Preferred Limited Voting Ordinary Shares underlying any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger to Citicorp Nominees Pty Limited (the "Custodian") and made such entries in the register of members of the Purchaser as are required by the Australian Corporations Act to record the Custodian as a member of the Purchaser in respect of such Preferred Limited Voting Ordinary Shares, (ii) delivered to the Custodian such evidence as the Custodian reasonably requires confirming that such underlying Preferred Limited Voting Ordinary Shares have been issued to and registered in the name of the Custodian, (iii) obtained in principle approval from the ASX indicating that it will grant official quotation to any Preferred Limited Voting Ordinary Shares underlying any Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger and (iv) received authorization for listing of the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale and the Merger on the NYSE (subject to official notice of issuance).