Frequently Asked Questions and Answers Regarding Broadcom Cayman L.P. s Restricted Exchangeable Limited Partnership Units
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1 Frequently Asked Questions and Answers Regarding Broadcom Cayman L.P. s Restricted Exchangeable Limited Partnership Units Set forth below are some questions that holders of restricted exchangeable limited partnership units (the Units ) of Broadcom Cayman L.P. (the Partnership ) may have regarding certain matters associated with ownership of the Units. Additional important information is also contained in the registration statement on Form S-4 (File No ) (the Registration Statement ) filed by Broadcom Limited and the Partnership with the U.S. Securities and Exchange Commission (the SEC ) and declared effective on September 25, General Questions Q: Will I receive a certificate for my Units? A: No. The Units are held in book-entry form with Computershare Trust Company, N.A. ( Computershare ). Holders of Units will receive statements from Computershare indicating the number of Units held as evidence of such holder s ownership of the Units. Q: Will Computershare send me any materials related to my recent acquisition of the Units? A: Yes. You should already have received from Computershare a statement indicating the number of Units you own, as well as a Form W-9 or W-8BEN for you to complete and return to Computershare. Please note that delivery times to and from holders of Units outside of the U.S. may take longer. Q: Can I look online to see the number of Units I own? A: For holders with an individual, joint or trust registration, yes. Such holders may visit to create an online account with Computershare by following the online instructions. Q: Can my broker obtain information on my Units for me from Computershare? A: No. Computershare only makes such information available to the holder of the Units as described above. Q: Who do I call if I haven t received any materials from Computershare? A: Please call Computershare at +1 (877) , or +1 (781) for calls originating outside of the U.S. 1
2 Q: What determines my rights and obligations as a holder of Units? A: The Units are subject to the terms of the Amended and Restated Exempted Limited Partnership Agreement of Broadcom Cayman L.P. (f/k/a Safari Cayman L.P.), dated as of February 1, 2016 (the Partnership Agreement ). Q: Can I sell, transfer, pledge or hedge my Units? A: No. During the period from February 1, 2016 up to February 1, 2017 (the Restricted Period ), holders of Units may not sell, transfer, convey, assign, pledge, grant a security interest or other lien, encumber or dispose of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Units, except for certain permitted transfers specifically identified in the Partnership Agreement, including but not limited to transfers for charitable purposes or as charitable gifts or donations or transfers to certain persons or entities for certain estate planning purposes. However, the recipients of any such transfer would continue to be subject to the Restricted Period and the transfer, pledging, hedging and other limitations on the Units. In addition, during the Restricted Period, holders of Units may not be a party to or participate, directly or indirectly, in any short sale, forward contract to sell, option or forward contract to purchase, swap or other hedging, synthetic, put equivalent or similar derivative instrument or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Units or any Broadcom Limited ordinary shares, whether settled in cash or securities. In the event of a breach by any holder of the hedging restrictions in the Partnership Agreement, the Restricted Period applicable to such holder s Units will be extended by two years. Q: Do I have the right to require the Partnership to exchange or repurchase my Units? A: From and after February 1, 2017, when the Restricted Period expires, subject to certain additional requirements and potential deferrals as set forth in the Partnership Agreement, a holder of Units will have the right (the Exchange Right ) to require the Partnership to exchange or repurchase any or all of the holder s Units in exchange for, as determined by Broadcom Limited in its sole discretion, either one Broadcom Limited ordinary share for each Unit submitted for exchange or repurchase or a cash amount as determined under the Partnership Agreement. However, during the Restricted Period, holders of Units may not require the Partnership to repurchase any of the holder s Units. In addition, prior to February 1, 2019 it will be a further condition precedent to the obligation of the Partnership to exchange or repurchase such Units, and the holder of such Units will not be permitted to exercise the Exchange Right, unless Broadcom Limited has requested and received a written opinion from an independent nationally recognized law or accounting firm that the exercise of the Exchange Right should not cause Broadcom Limited to be treated as (a) a surrogate foreign corporation (within the meaning of Section 7874(a)(2)(B) of the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time (the Code )) or (b) a domestic corporation (within the meaning of Section 7874(b) of the Code); and 2
3 Broadcom Limited s independent auditor has determined that no reserve shall be required for financial accounting purposes relating to Section 7874 of the Code as a result of the exercise of such Exchange Right. Accordingly, holders of Units may not be entitled to require the Partnership to exchange or repurchase all or any portion of such holder s Units for up to three years after the closing of Broadcom Limited s acquisition of Broadcom Corporation. No assurance can be provided that the foregoing conditions will be satisfied. In addition, in order to exercise the Exchange Right, a holder must also certify that during the Restricted Period, such holder did not improperly transfer any Units, or hedge, pledge or enter into any equivalent or similar derivative instrument or transaction that transferred, in whole or in part, any of the economic consequences of ownership of the Units or any Broadcom Limited ordinary shares, whether settled in cash or securities. Q: Do I receive dividends as a holder of Units? A: Yes. Pursuant to the terms of the Partnership Agreement, if a dividend or distribution has been declared and is payable with respect to Broadcom Limited ordinary shares, the Partnership will make a distribution with respect to each Unit in an amount equal to the dividend or distribution payable with respect to a Broadcom Limited ordinary share. Q: What form of tax reporting will I receive in relation to the Units? A: Since the entity is a partnership, you will receive a Form K-1 in respect of the Partnership s fiscal year (ending on or about October 31 of each year) in approximately March of each year. You will not receive a Form Q: Who is the general partner of the Partnership? A: Broadcom Limited is the sole general partner of the Partnership and currently owns a majority interest (by vote and value) in the Partnership represented by common partnership units of the Partnership. Q: Where can I access a copy of the Partnership Agreement? A: You may access a copy of the Partnership Agreement on the SEC s website at or on Broadcom Limited s website at 3
4 Voting Questions Q: Can I vote on matters to be considered at Broadcom Limited s shareholder meetings? A: As a holder of Units, you have the benefit of the Voting Trust Agreement, dated as of February 1, 2016, by and among Broadcom Limited, the Partnership and Computershare, as trustee (the Voting Trust Agreement ). By operation of the Voting Trust Agreement, the holders of Units can direct the trustee, as their proxy, to vote on their behalf with respect to matters that are presented to the holders of the ordinary shares of Broadcom Limited by exercising one vote attached to the non-economic voting preference shares in the capital of Broadcom Limited for each Unit owned by a holder on the record date (the Beneficiary Votes ). Q: Where can I access a copy of the Voting Trust Agreement? A: You may access a copy of the Voting Trust Agreement on the SEC s website at or on Broadcom Limited s website at Q: How do I direct the trustee to vote on my behalf at Broadcom Limited shareholder meetings? A: Computershare will mail you a voting instruction form to complete, sign and return to Computershare, and make meeting materials (such as the notice of meeting and proxy statement) available to you in advance of any Broadcom Limited shareholder meeting. Please follow the instructions contained in the voting materials Computershare sends to you, including any deadline by which you must return voting instruction forms in order for your votes to be counted. Q: What happens with my vote if I do not properly instruct Computershare how to cast the Beneficiary Votes? A: Computershare will not submit your Beneficiary Votes absent voting instruction timely received from you. Q: Where can I find information about Broadcom Limited shareholder meetings? A: The notice of meeting, proxy statement and any other meeting materials, such as annual reports, relating to Broadcom Limited shareholder meetings will be available on the SEC s website at and on Broadcom Limited s website at 4
5 Miscellaneous Q: Where can I find more information? A: Additional information can be found in the Registration Statement and other documents filed by Broadcom Limited, Broadcom Cayman L.P., Avago Technologies Limited and Broadcom Corporation with the SEC. You may obtain copies of all of these documents, free of charge, on the SEC s website at or by contacting Investor Relations at +1 (408) Q: Who do I call if I have a question that is not answered above? A: Please call Computershare at +1 (877) , or +1 (781) for calls originating outside of the U.S. 5
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