Common use of Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Clause in Contracts

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the Prospectus, in the last three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and each of its subsidiaries maintain established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) accounting principles generally accepted in Canada and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Board in all material respects in accordance with the rules and regulations under the Exchange Act. Except as described disclosed in the General Disclosure Package and the Prospectus, in the last three years, there has been (1) are no material weakness weaknesses in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “employs disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the ProspectusCompany’s previous filings with the Commission, in since the last three yearsCompany’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules Rules and regulations Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and each of its subsidiaries maintain established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) IFRS and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as described disclosed in the General Disclosure Package and the Prospectus, in the last three years, there has been (1) are no material weakness weaknesses in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “employs disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company There is not currently and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described has not in the Prospectuspast been a failure on the part of the Company or, in the last three years, there has been (1) no material weakness in to the Company’s “knowledge, any of its respective directors or officers, in their capacities as such, to comply with any applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the rules and regulations promulgated in connection therewith, including Sections 302, 402 and 906, and the statements contained in any certification pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and related rules and regulations are complete and correct. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting” reporting as are currently required (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” procedures (as defined in Rule 13a-15 under the Exchange ActA) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer of the Company, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules Exchange Act and forms, the Rules and is accumulated Regulations; (B) have been evaluated for effectiveness; and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance (C) are effective in all material respects to perform the functions for which they were established. Except as discussed with all provisions the Company’s auditors and audit committee and as disclosed in each of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act General Disclosure Package and the Final Prospectus, (A) there are no significant deficiencies or material weaknesses in the design or operation of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof internal control over financial reporting that are then reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data and (B) there is, and there has been, no fraud, whether or not material, that involves management or other employees who have a role in effect and which the Company is required to comply with as of the effective date of the Registration Statement and Company’s internal control over financial reporting. Since the date of the Prospectus Supplementend of the last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the Final Prospectus, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as set forth in the Time of Sale Information, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as described disclosed in the Time of Sale Information and the Prospectus, in the last three yearssince December 31, 2010, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Company in Accounting Oversight Board and the reports that it files or submits under rules of the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureNASDAQ Stock Market. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and within the effectiveness of next 90 days the Registration StatementCompany does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, it will be a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions of Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) the Exchange Act; such disclosure controls and all rules and regulations promulgated thereunder or implementing the provisions thereof procedures have been designed to ensure that are then in effect and which material information relating to the Company and its subsidiaries is required made known to comply with as of the effective date of the Registration Statement Company’s principal executive officer and the date of the Prospectus Supplementprincipal financial officer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the ProspectusGeneral Disclosure Package, in since the last three yearsCompany’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules Rules and regulations Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus SupplementStatement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the ProspectusGeneral Disclosure Package, in since the last three yearsCompany’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules Rules and regulations Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described set forth in the Prospectus, in the last three yearsCompany, there has been (1) no material weakness in its subsidiaries and the Company’s Board of Directors (the “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2Board”) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all applicable rules of The NASDAQ Global Market (“Exchange Rules”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Securities Act, the Exchange Act, the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated thereunder or implementing approved by the provisions thereof Public Company Accounting Oversight Board (“PCAOB”) and the Exchange Rules (collectively, the “Securities Laws”) and are sufficient to provide reasonable assurances that (i) transactions are then executed in effect accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and which to maintain accountability for assets, (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. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in Internal Controls (that has materially affected or is required reasonably likely to materially affect the Company’s Internal Controls), or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with as of with, the effective date of the Registration Statement and the date of the Prospectus SupplementSecurities Laws, or any other matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company is in compliance with, and each there has been no failure on the part of its subsidiaries maintain the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as described disclosed in the Registration Statement or the Prospectus, in since the last three yearsdate of the most recent evaluation of such system of internal accounting controls, there has been (1) no material weakness change in the Company’s “internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Rule 13a-15 under SOX) promulgated or approved by the Exchange Act)Public Company Accounting Oversight Board and, whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectas applicable, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus SupplementNYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, its Subsidiaries and Consolidated Affiliated Entities and the Company’s board of directors will be in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and all applicable rules of NASDAQ upon the completion of the offering of the Offered Securities. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls over accounting controls matters sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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 described in the Time of Sale Prospectus and the Prospectus, in since the last three yearsend of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of NASDAQ. The Company and its subsidiaries Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under 13a-15(e) of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has taken all necessary actions to ensure that, upon and its Subsidiaries and the Consolidated Affiliated Entities have carried out evaluations of the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions their disclosure controls and procedures as required by Rule 13a-15 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus SupplementExchange Act.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as disclosed in the Registration Statement or the Prospectus, the Company, its Subsidiaries and the Company’s Board of Directors are in compliance with all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Exchange Rules. Except as described disclosed in the Registration Statement or the Prospectus, in since the last three yearsend of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (Except as defined disclosed in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Registration Statement or the Prospectus, since the date of the most recent balance sheet of the Company in the reports that it files reviewed or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to audited by the Company’s managementaccountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officersmaterial weaknesses. “Securities Laws” means, as appropriatecollectively, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) and all promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus SupplementExchange (“Exchange Rules”).

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain are in compliance in all material respects with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, to the extent currently applicable to the Company, and all applicable Exchange Rules. The Company maintains (i) “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) 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 described differences and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the ProspectusRegistration Statement fairly presents the information called for in all material respects. The Internal Controls are, in or upon consummation of the last three yearsoffering of the Offered Securities will be, there has been overseen by the Audit Committee (1the “Audit Committee”) no material weakness in of the Company’s Board of Directors (the “internal control over financial reporting” (as defined Board”) in Rule 13a-15 under the accordance with Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board a material weakness, upon the effectiveness of the Registration Statementchange in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder any violation of, or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of Securities Laws, or any matter relating to Internal Controls which, if determined adversely, would, individually or in the Registration Statement and the date of the Prospectus Supplementaggregate, have or reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the Sarbanes­Oxley Act of 2002, as amended, and all applicable rules of the NYSE. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Prospectus, in the last three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) General Disclosure Package and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and Prospectus, since the date of the Prospectus Supplementfiling of the Company’s most recent Annual Report on Form 10­K included in the General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described differences and (F) interactive data in eXtensible Business Reporting Language incorporated by reference in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the last three yearsCommission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Exchange Rules. Since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and Since the date of the Prospectus Supplementmost recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the Prospectus, in since the last three yearsCompany’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, its Subsidiaries and Consolidated Affiliated Entities and the Company’s board of directors are and have been in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and all applicable rules of Nasdaq and London Stock Exchange (the “LSE”). Except as disclosed in the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls over accounting controls matters sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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 described in the Prospectus, in since the last three yearsend of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of Nasdaq. The Company and its subsidiaries Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under 13a-15(e) of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has and its Subsidiaries and the Consolidated Affiliated Entities, taken all necessary actions to ensure thatas a whole, upon have carried out evaluations of the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions their disclosure controls and procedures as required by Rule 13a-15 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus SupplementExchange Act.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and each of its subsidiaries maintain established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) IFRS and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as described disclosed in the General Disclosure Package and the Prospectus, in the last three years, there has been (1) are no material weakness weaknesses in the Company’s “internal control over financial reporting” (reporting as defined in Rule 13a-15 under the Exchange Act)of December 31, whether or not remediated2024, and (2) there has been no change in the Company’s internal control over financial reporting during the three and twelve months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain employs “disclosure controls and procedures” (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, any Nutrien Subsidiary or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and each of its subsidiaries maintain established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) IFRS and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as described disclosed in the General Disclosure Package and the Prospectus, in the last three years, there has been (1) are no material weakness weaknesses in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “employs disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange ActAct and as contemplated by the certifications required under National Instrument 52-109—Certification of Disclosure in Issuer’s Annual and Interim Filings) that are designed to ensure that information required to be disclosed by the Company in its filings with the reports that it files or submits Commission under the Exchange Act and the Qualifying Authorities is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or the Qualifying Authorities’ rules and forms, as applicable, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, the Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all applicable Exchange Rules. The Company and each of its subsidiaries the Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) material information relating to the Company and the Subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within those entities, (vi) each of the Company and the Subsidiaries has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the United States and (vii) the directors of the Company are able to make a proper assessment of the financial position and prospects of the Company and the Subsidiaries, and such internal accounting and financial reporting controls are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s latest audited consolidated financial statements included in the last three yearsRegistration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined reporting or fraud, whether or not material, involving management or other employees who have a role in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting. The Company has taken all necessary actions to ensure that, upon the effectiveness Each of the Registration Statement, it will be in compliance in all material respects with all provisions of Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all Act, the rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement Commission and the date of the Prospectus Supplementall applicable Exchange Rules.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, solely to the extent that the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated by the Commission and the New York Stock Exchange thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) have been and are applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (“Internal Controls”) that (i) complies with the applicable requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting controls principles, (iii) is sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the applicable requirements of the Exchange Act such disclosure controls and procedures have been designed to ensure that material information relating to the Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities. The Company’s internal control over financial reporting and disclosure controls and procedures are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no material weaknesses or significant deficiencies in the last three yearsCompany’s internal control over financial reporting and disclosure controls and procedures; since the date of the latest audited financial statements included in the Preliminary Prospectus and the Final Prospectus, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no adverse change in the Company’s internal control over financial reporting reporting. The Company and its auditors have not been advised of (i) any fraud, whether or not material, involving management or other employees who have a significant role in Internal Controls or (ii) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain ; as used herein, “disclosure controls and proceduresSecurities Laws” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedmeans, processedcollectively, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, the Act, the Exchange Act, the rules and regulations of 2002 the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (“as defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇”▇ Act) and all promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.New York Stock Exchange;

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is no failure on the part of the Company, its subsidiaries or the Company’s Board of Directors to comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations of the New York Stock Exchange. The Company has devised and each of its subsidiaries maintain established and maintains the following, among other, internal controls (without duplication): (x) a system of “internal accounting controls controls” as contemplated by Section 13(b)(2)(B) of the Exchange Act and (y) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) accounting principles generally accepted in Canada and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls are overseen by the Audit Committee of the Company’s Board of Directors in all material respects in accordance with the rules and regulations under the Exchange Act. Except as described disclosed in the General Disclosure Package and the Prospectus, in the last three years, there has been (1) are no material weakness weaknesses in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “employs disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Except as disclosed in the General Disclosure Package, the Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only external purposes in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesgenerally accepted accounting principles. Except as described disclosed in the ProspectusGeneral Disclosure Package, in the last three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting” (. Except as defined disclosed in Rule 13a-15 under the Exchange Act)General Disclosure Package, whether or not remediatedsince the date of the latest audited financial statements included in the General Disclosure Package, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Except as disclosed in the General Disclosure Package, the Company and its subsidiaries maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, including its principal executive officer or officers and principal financial officer or officersby others within those entities; and, except as appropriatedisclosed in the General Disclosure Package, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) such disclosure controls and all rules and regulations promulgated thereunder or implementing the provisions thereof that procedures are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplementeffective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain are in compliance in all material respects with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, to the extent currently applicable to the Company, and all applicable Exchange Rules. The Company maintains (i) “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (ED) 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 described in The Internal Controls are, or upon consummation of the Prospectusoffering of the Offered Securities will be, in overseen by the last three years, there has been Audit Committee (1the “Audit Committee”) no material weakness in of the Company’s Board of Directors (the “internal control over financial reporting” (as defined Board”) in Rule 13a-15 under the accordance with Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board a material weakness, upon the effectiveness of the Registration Statementchange in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder any violation of, or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of Securities Laws, or any matter relating to Internal Controls which, if determined adversely, would, individually or in the Registration Statement and the date of the Prospectus Supplementaggregate, have or reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 described in the Prospectus, in the last past three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.