exv4w2







Exhibit 4.2




[FORM OF ADR]




	 	 	 
	Number

	 	CUSIP NUMBER:                     
	 
	 	 
	 


	 	 






	 	 	 
	 

	 	American Depositary Shares (each

American Depositary Share

representing the right to receive one

(1) Fully Paid Class A Ordinary

Share)






AMERICAN DEPOSITARY RECEIPT




FOR




AMERICAN DEPOSITARY SHARES




representing




DEPOSITED CLASS A ORDINARY SHARES




of




Ensco International plc




(Incorporated under the laws of England and Wales)




     CITIBANK, N.A., a national banking association organized and existing under the laws of the
United States of America, as depositary (the “Depositary”),
hereby certifies that                      is
the owner of                      American Depositary Shares (hereinafter “ADS”), representing deposited
Class A Ordinary Shares, including evidence of rights to receive such Class A ordinary shares (the
“Shares”), of Ensco International plc, a corporation incorporated under the laws of England and
Wales and previously known as “ENSCO International Limited” (the “Company”). As of the date of the
Deposit Agreement (as hereinafter defined), each ADS represents the right to receive one (1) Share
deposited under the Deposit Agreement with the Custodian, which at the date of execution of the
Deposit Agreement is Citibank, N.A. (London Branch) (the “Custodian”). The ADS(s)-to-Share(s)
ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The
Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.



     (1) The Deposit Agreement. This American Depositary Receipt is one of an issue of
American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions
set forth in the Deposit Agreement, dated as of September 29, 2009 (as amended and supplemented
from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all
Holders and Beneficial Owners from time to time of ADSs issued thereunder.



 









 




The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners
of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder
and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property and cash are herein called “Deposited
Securities”). Copies of the Deposit Agreement are on file at the Principal Office of the
Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any
ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit
Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the
Deposit Agreement and applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with
full power to delegate, to act on its behalf and to take any and all actions contemplated in the
Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply
with applicable law and to take such action as the Depositary in its sole discretion may deem
necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable
ADR(s), the taking of such actions to be the conclusive determinant of the necessity and
appropriateness thereof.




     The statements made on the face and reverse of this ADR are summaries of certain provisions of
the Deposit Agreement and the Articles of Association of the Company (as in effect on the date of
the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions
of the Deposit Agreement and the Articles of Association, to which reference is hereby made. All
capitalized terms used herein which are not otherwise defined herein shall have the meanings
ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as
to the validity or worth of the Deposited Securities. The Depositary has made arrangements for the
acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the
procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable
to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and
conditions of Section 2.13 of the Deposit Agreement.



     (2) Withdrawal of Deposited Securities.The Holder of this ADR (and of the ADSs
evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the
Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each
of the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly
Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if
applicable, this ADR) for the purpose of withdrawal of the Deposited Securities represented
thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary
for such purpose has been properly endorsed in blank or is accompanied by proper instruments of
transfer in blank (including signature guarantees in accordance with standard securities industry
practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and
delivered to the Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated
in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the
Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of,
and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to
the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of
the Company’s Articles of Association, and of any applicable laws, and



 









 







to any provisions of or governing the Deposited Securities, in each case as in effect at the
time thereof.



     Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel
the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered),
(ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books
maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery
of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so
canceled together with any certificate or other document of title for the Deposited Securities, or
evidence of the electronic transfer thereof (if available), as the case may be, to or upon the
written order of the person(s) designated in the order delivered to the Depositary for such
purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of
this ADR evidencing the ADS so cancelled, of the Articles of Association of the Company, and of any
applicable laws, and to the terms and conditions of or governing the Deposited Securities, in each
case as in effect at the time thereof.



     The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In
the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the
Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in
accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return
to the person surrendering such ADSs the number of ADSs representing any remaining fractional
Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered
and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.
Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may
make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash
distributions, or (ii) any proceeds from the sale of any distributions of shares or rights, which
are at the time held by the Depositary in respect of the Deposited Securities represented by the
ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder
so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary
shall direct the Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held by the Custodian in respect of the Deposited Securities represented by
such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction
shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or
facsimile transmission.



     (3) Transfer, Combination and Split-Up of ADRs. The Registrar shall register the
transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose
and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the same aggregate
number of ADSs as those evidenced by this ADR when canceled by the Depositary, (y) cause the
Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the
person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has
been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the
Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this
surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard



 









 







securities industry practice), (iii) this surrendered ADR has been duly stamped (if required
by the laws of the State of New York or of the United States), and (iv) all applicable fees and
charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental
charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have
been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit
Agreement and of applicable law, in each case as in effect at the time thereof.



     The Registrar shall register the split-up or combination of this ADR (and of the ADSs
represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel
this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding
the number of ADSs evidenced by this ADR, (y) cause the Registrar to countersign such new ADRs, and
(z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following
conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly
authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of
effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and
expenses incurred by, the Depositary and all applicable taxes and government charges (as are set
forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject,
however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.



     (4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the
execution and delivery, the registration of issuance, transfer, split-up, combination or surrender,
of any ADR, the delivery of any distribution thereon, or the withdrawal of any Deposited
Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or
presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or registration fee with respect thereto (including any
such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to
the Deposit Agreement and in this ADR, (ii) the production of proof satisfactory to it as to the
identity and genuineness of any signature or any other matters contemplated in Section 3.1 of the
Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to
the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B)
such reasonable regulations as the Depositary and the Company may establish consistent with the
provisions of this ADR, the Deposit Agreement and applicable law.



     The issuance of ADSs against deposits of Shares generally or against deposits of particular
Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of
transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs
generally may be suspended, during any period when the transfer books of the Company, the
Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary
or advisable by the Depositary or the Company, in good faith, at any time or from time to time
because of any requirement of law or regulation, any government or governmental body or commission
or any securities exchange on which the Shares or ADSs are listed, or under any provision of the
Deposit Agreement or this ADR, or under any provision of,



 









 







or governing, the Deposited Securities, or because of a meeting of shareholders of the Company
or for any other reason, subject, in all cases to paragraph (24). Notwithstanding any provision of
the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding
ADSs to withdraw the Deposited Securities associated therewith at any time subject only to
(i) temporary delays caused by closing the transfer books of the Depositary or the Company or the
deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws
or governmental regulations relating to the ADSs or the withdrawal of the Deposited Securities, and
(iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General
Instructions to Form F-6 (as such General Instructions may be amended from time to time).



     (5) Compliance With Information Requests. Notwithstanding any other provision of the
Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby
agrees to comply with requests from the Company pursuant to applicable law, the rules and
requirements of The New York Stock Exchange, and of any other stock exchange on which Shares or ADS
are, or may be, registered, traded or listed, or the Articles of Association of the Company, which
are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial
Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s)
interested in such ADSs and the nature of such interest and various other matters, whether or not
they are Holders and/or Beneficial Owners at the time of such request.



     (6) Ownership Restrictions. Notwithstanding any provision of this ADR or of the
Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might
result in ownership of Shares exceeding limits imposed by applicable law or the Articles of
Association of the Company. The Company may also restrict, in such manner as it deems appropriate,
transfers of the ADSs where such transfer may result in the total number of Shares represented by
the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may,
in its sole discretion but subject to applicable law, instruct the Depositary to take action with
respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set
forth in the preceding sentence, including but not limited to, the imposition of restrictions on
the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition
on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder
or Beneficial Owner in excess of such limitations, if and to the extent such disposition is
permitted by applicable law and the Articles of Association of the Company. Nothing herein or in
the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure
compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit
Agreement.



Applicable laws and regulations may require holders and beneficial owners of Shares, including the
Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible
for determining and complying with such reporting requirements, and for obtaining such approvals.
Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports,
and obtain such approvals to the extent and in the form required



 









 







by applicable laws and regulations as in effect from time to time. Neither the Depositary, the
Custodian, the Company or any of their respective agents or affiliates shall be required to take
any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such
reporting requirements or obtain such regulatory approvals under applicable laws and regulations.



     (7) Liability of Holder for Taxes and Other Charges. Any tax or other governmental
charge payable with respect to any ADR or any Deposited Securities or ADSs shall be payable by the
Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or Depositary may
withhold or deduct from any distributions made in respect of Deposited Securities and may sell for
the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply
such distributions and sale proceeds in payment of such taxes (including applicable interest and
penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any
deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue
ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs
and (subject to paragraph (24) hereof) the withdrawal of Deposited Securities until payment in full
of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to
indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees
and Affiliates for, and hold each of them harmless from, any claims with respect to taxes
(including applicable interest and penalties thereon) arising from any tax benefit obtained for
such Holder and/or Beneficial Owner.



     (8) Representations and Warranties of Depositors. Each person depositing Shares under
the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the
certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such
Shares have been validly waived or exercised, (iii) the person making such deposit is duly
authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for
deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except
as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for
deposit have not been stripped of any rights or entitlements. Such representations and warranties
shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in
respect thereof and the transfer of such ADSs. If any such representations or warranties are false
in any way, the Company and the Depositary shall be authorized, at the cost and expense of the
person depositing Shares, to take any and all actions necessary to correct the consequences
thereof.



     (9) Filing Proofs, Certificates and Other Information. Any person presenting Shares
for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and
Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such
proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership of ADSs and
Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or the
ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities, to
execute such certifications and to make such representations and warranties, and to provide



 









 







such other information and documentation (or, in the case of Shares in registered form
presented for deposit, such information relating to the registration on the books of the Company or
of the Shares Registrar) as the Depositary or the Custodian may deem necessary or proper or as the
Company may reasonably require by written request to the Depositary consistent with its obligations
under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as
applicable, may withhold the execution or delivery or registration of transfer of any ADR or ADS or
the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or,
to the extent not limited by paragraph (24), the delivery of any Deposited Securities until such
proof or other information is filed or such certifications are executed, or such representations
and warranties are made or such other information or documentation are provided, in each case to
the Depositary’s, the Registrar’s and the Company’s satisfaction.



     (10) Charges of Depositary. The Depositary shall not charge any fees to Holders or
Beneficial Owners of ADSs.



     However, Holders, Beneficial Owners, persons depositing Shares and persons surrendering ADSs
for cancellation and for the purpose of withdrawing Deposited Securities shall be responsible for
the following charges:




	 	(a)	 	taxes (including applicable interest and penalties) and other
governmental charges;
	 
	 	(b)	 	such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities on the share
register and applicable to transfers of Shares or other Deposited Securities to
or from the name of the Custodian, the Depositary or any nominees upon the
making of deposits and withdrawals, respectively;
	 
	 	(c)	 	such cable, telex and facsimile transmission and delivery
expenses as are expressly provided in the Deposit Agreement to be at the
expense of the person depositing or withdrawing Shares or Holders and
Beneficial Owners of ADSs;
	 
	 	(d)	 	the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
	 
	 	(e)	 	such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations and other
regulatory requirements applicable to Shares, Deposited Securities, ADSs and
ADRs; and
	 
	 	(f)	 	the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the delivery or servicing of
Deposited Securities.





     All fees and charges may, at any time and from time to time, be changed by agreement between
the Depositary and Company but, in the case of fees and charges payable by Holders or



 









 







Beneficial Owners, only in the manner contemplated by paragraph (22) of this ADR and as
contemplated in the Deposit Agreement. The Depositary will provide, without charge, a copy of its
latest fee schedule to anyone upon request.



     The right of the Depositary to receive payment of charges and expenses as provided above shall
survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or
removal of such Depositary as described in Section 5.4, such right shall extend for those charges
and expenses incurred prior to the effectiveness of such resignation or removal.



     (11) Title to ADRs. It is a condition of this ADR, and every successive Holder of
this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each
ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under
the laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has
been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any
notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR
(that is, the person in whose name this ADR is registered on the books of the Depositary) as the
absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any
obligation nor be subject to any liability under the Deposit Agreement or this ADR to any holder of
this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder
of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner’s representative is the Holder registered on the books of
the Depositary.



     (12) Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby)
shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for
any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii) signed
by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii)
countersigned by the manual or facsimile signature of a duly-authorized signatory of the Registrar,
and (iv) registered in the books maintained by the Registrar for the registration of issuances and
transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory of the
Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the
Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the
fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the
Depositary.



     (13) Available Information; Reports; Inspection of Transfer Books. The Company may be
subject to the periodic reporting requirements of the Exchange Act and, if it is, it will be
required to file or submit certain reports with the Commission. These reports can be retrieved
from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F
Street, N.E., Washington D.C. 20549. The Depositary shall make available for inspection by
Holders at its Principal Office any reports and communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the Depositary, the Custodian,
or the nominee of either of them as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company.



 









 





     The Registrar shall keep books for the registration of ADSs which at all reasonable times
shall be open for inspection by the Company and by the Holders of such ADSs, provided that such
inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with
Holders of such ADSs in the interest of a business or object other than the business of the Company
or other than a matter related to the Deposit Agreement or the ADSs.



     The Registrar may close the transfer books with respect to the ADSs, at any time or from time
to time, when deemed necessary or advisable by it in good faith in connection with the performance
of its duties hereunder, or at the reasonable written request of the Company subject, in all cases,
to paragraph (24).


Dated:




	 	 	 	 	 	 	 	 	 
	CITIBANK, N.A.	 	CITIBANK, N.A.	 	 
	Transfer Agent and Registrar	 	as Depositary	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 	 	 

Authorized Signatory
	 	 






     The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, New
York 10013, U.S.A.



 









 





[FORM OF REVERSE OF ADR]




SUMMARY OF CERTAIN ADDITIONAL PROVISIONS




OF THE DEPOSIT AGREEMENT




     (14) Dividends and Distributions in Cash, Shares, etc. Upon the timely receipt by the
Depositary of a notice from the Company that it intends to make a distribution of a cash dividend
or other cash distribution, the Depositary shall establish an ADS Record Date upon the terms
described in Section 4.9. Upon receipt of confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or upon receipt of proceeds from
the sale of any Deposited Securities or of any entitlements held in respect of Deposited Securities
under the terms of the Deposit Agreement, the Depositary will (i) if at the time of receipt thereof
any amounts received in a Foreign Currency can in the judgment of the Depositary (upon the terms of
Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars
transferable to the United States, promptly convert or cause to be converted such cash dividend,
distribution or proceeds into Dollars (upon the terms of Section 4.8 of the Deposit Agreement),
(ii) if applicable and unless previously established, establish the ADS Record Date upon the terms
described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus
received (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and
(b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the
number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount,
however, as can be distributed without attributing to any Holder a fraction of one cent, and any
balance not so distributed shall be held by the Depositary (without liability for interest thereon)
and shall be added to and become part of the next sum received by the Depositary for distribution
to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian
or the Depositary is required to withhold and does withhold from any cash dividend or other cash
distribution in respect of any Deposited Securities an amount on account of taxes, duties or other
governmental charges, the amount distributed to Holders on the ADSs representing such Deposited
Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company,
the Custodian or the Depositary to the relevant governmental authority. Evidence of payment
thereof by the Company shall be forwarded by the Company to the Depositary upon request.



     Upon the timely receipt by the Depositary of a notice from the Company that it intends to make
a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall
establish an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement.
Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the
Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement,
distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of
the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares
received as such dividend, or free distribution, subject to the other terms of the Deposit
Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take
all actions necessary so that each ADS issued and outstanding after the ADS



 









 







Record Date shall, to the extent permissible by law, thenceforth also represent rights and
interest in the additional integral number of Shares distributed upon the Deposited Securities
represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the
Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the
number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and
distribute the net proceeds upon the terms set forth in Section 4.1 of the Deposit Agreement.



     In the event that the Depositary determines that any distribution in property (including
Shares) is subject to any tax or other governmental charges which the Depositary is obligated to
withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit
Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered
under the Securities Act or other laws in order to be distributed to Holders (and no such
registration statement has been declared effective), the Depositary may dispose of all or a portion
of such property (including Shares and rights to subscribe therefor) in such amounts and in such
manner, including by public or private sale, as the Depositary deems necessary and practicable, and
the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and
(b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto
upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or
distribute any unsold balance of such property in accordance with the provisions of the Deposit
Agreement.



     Upon the timely receipt of a notice indicating that the Company wishes an elective
distribution in cash or Shares to be made available to Holders of ADSs upon the terms described in
the Deposit Agreement, the Company and the Depositary shall determine whether such distribution is
lawful and reasonably practicable. If so, the Depositary shall, subject to the terms and
conditions of the Deposit Agreement, establish an ADS Record Date according to paragraph (16) and
establish procedures to enable the Holder hereof to elect to receive the proposed distribution in
cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the
distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects
to receive the distribution in additional ADSs, the distribution shall be made as in the case of a
distribution in Shares upon the terms described in the Deposit Agreement. If such elective
distribution is not reasonably practicable or if the Depositary did not receive satisfactory
documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date
upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law,
distribute to Holders, on the basis of the same determination as is made in England and Wales in
respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs
representing such additional Shares, in each case, upon the terms described in the Deposit
Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make
available to the Holder hereof a method to receive the elective distribution in Shares (rather than
ADSs). There can be no assurance that the Holder hereof will be given the opportunity to receive
elective distributions on the same terms and conditions as the holders of Shares.



     Upon the timely receipt by the Depositary of a notice indicating that the Company wishes
rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary
upon consultation with the Company, shall determine, whether it is lawful and reasonably
practicable to make such rights available to the Holders. The Depositary shall make such rights



 









 







available to any Holders only if (i) the Company shall have timely requested that such rights
be made available to Holders, (ii) the Depositary shall have received the documentation
contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such
distribution of rights is reasonably practicable. If such conditions are not satisfied, the
Depositary shall sell the rights as described below. In the event all conditions set forth above
are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in
Section 4.9 of the Deposit Agreement) and establish procedures (x) to distribute rights to purchase
additional ADSs (by means of warrants or otherwise), (y) to enable the Holders to exercise such
rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and
expenses incurred by, the Depositary and (b) taxes), and (z) to deliver ADSs upon the valid
exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary
to make available to the Holders a method to exercise rights to subscribe for Shares (rather than
ADSs). If (i) the Company does not timely request the Depositary to make the rights available to
Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to
receive satisfactory documentation within the terms of Section 5,7 of the Deposit Agreement or
determines it is not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the Depositary shall
determine whether it is lawful and reasonably practicable to sell such rights, in a riskless
principal capacity, at such place and upon such terms (including public and private sale) as it may
deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such
sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and
(b) taxes) upon the terms hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is
unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the
Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section
4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful or practicable to
make such rights available to Holders in general or any Holders in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content
of any materials forwarded to the ADS Holders on behalf of the Company in connection with the
rights distribution.



     Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration
(under the Securities Act or any other applicable law) of the rights or the securities to which any
rights relate may be required in order for the Company to offer such rights or such securities to
Holders and to sell the securities represented by such rights, the Depositary will not distribute
such rights to the Holders (i) unless and until a registration statement under the Securities Act
(or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes
the Depositary opinion(s) of counsel for the Company in the United States and counsel to the
Company in any other applicable country in which rights would be distributed, in each case
satisfactory to the Depositary, to the effect that the offering and sale of such securities to
Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions
of the Securities Act or any other applicable laws. In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of property
(including rights) an amount on account of taxes or other governmental charges, the amount
distributed to the Holders of ADSs representing such Deposited Securities shall be reduced
accordingly. In the event that the Depositary determines



 









 







that any distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charges which the Depositary is obligated to withhold, the
Depositary may dispose of all or a portion of such property (including Shares and rights to
subscribe therefor) in such amounts and in such manner, including by public or private sale, as the
Depositary deems necessary and practicable to pay any such taxes or charges.



     There can be no assurance that Holders generally, or any Holder in particular, will be given
the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be
able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the
Company to file any registration statement in respect of any rights or Shares or other securities
to be acquired upon the exercise of such rights.



     Upon receipt of a notice indicating that the Company wishes property other than cash, Shares
or rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary shall
determine whether such distribution to Holders is lawful and reasonably practicable. The
Depositary shall not make such distribution unless (i) the Company shall have requested the
Depositary to make such distribution to Holders, (ii) the Depositary shall have received the
documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined
that such distribution is reasonably practicable. Upon satisfaction of such conditions, the
Depositary shall distribute the property so received to the Holders of record, as of the ADS Record
Date, in proportion to the number of ADSs held by them respectively and in such manner as the
Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or
net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net
of any taxes withheld. The Depositary may dispose of all or a portion of the property so
distributed and deposited, in such amounts and in such manner (including public or private sale) as
the Depositary may deem practicable or necessary to satisfy any taxes (including applicable
interest and penalties) or other governmental charges applicable to the distribution.



     If the conditions above are not satisfied, the Depositary shall sell or cause such property to
be sold in a public or private sale, at such place or places and upon such terms as it may deem
practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and
(ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a)
fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of
the ADS Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is
unable to sell such property, the Depositary may dispose of such property for the account of the
Holders in any way it deems reasonably practicable under the circumstances.



     (15) Redemption. Upon timely receipt of notice from the Company that it intends to
exercise its right of redemption in respect of any of the Deposited Securities, and a satisfactory
opinion of counsel, and upon determining that such proposed redemption is practicable, the
Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the
Company’s intention to exercise the redemption rights and any other particulars set forth in the
Company’s notice to the Depositary. Upon receipt of confirmation that the redemption has taken
place and that funds representing the redemption price have been received, the Depositary shall
convert, transfer, distribute the proceeds (net of applicable (a) fees and charges of, and expenses
incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon



 









 







delivery of such ADSs by Holders thereof upon the terms set forth in Sections 4.1 and 6.2 of
the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to
be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary.
The redemption price per ADS shall be the dollar equivalent of the per share amount received by the
Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited
Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and
the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied
by the number of Deposited Securities represented by each ADS redeemed.



     (16) Fixing of ADS Record Date. Whenever the Depositary shall receive notice of the
fixing of a record date by the Company for the determination of holders of Deposited Securities
entitled to receive any distribution (whether in cash, Shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of
consents or proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary
shall find it necessary or convenient in connection with the giving of any notice, solicitation of
any consent or any other matter, the Depositary shall fix a record date (“ADS Record Date”)
for the determination of the Holders of ADSs who shall be entitled to receive such distribution, to
give instructions for the exercise of voting rights at any such meeting, to give or withhold such
consent, to receive such notice or solicitation or to otherwise take action, or to exercise the
rights of Holders with respect to such changed number of Shares represented by each ADS. Subject
to applicable law and the terms and conditions of this ADR and Sections 4.1 through 4.8 of the
Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record
Date shall be entitled to receive such distributions, to give such instructions, to receive such
notice or solicitation, or otherwise take action.



     (17) Voting of Deposited Securities. As soon as practicable after receipt of notice
of any meeting at which the holders of Deposited Securities are entitled to vote, or of
solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix
the ADS Record Date in respect of such meeting or solicitation of such consent or proxy in
accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the
Company in writing in a timely manner (the Depositary having no obligation to take any further
action if the request shall not have been received by the Depositary at least thirty (30) days
prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal
prohibitions exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or
solicitation of consent or proxies, (b) a statement that the Holders at the close of business on
the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit
Agreement, the Company’s Articles of Association and the provisions of or governing Deposited
Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to
instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by such Holder’s ADSs and (c) a brief statement as to the manner
in which such voting instructions may be given.



     Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to
the extent not prohibited by law or regulations, or by the requirements of the



 









 







stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided
to the Depositary in connection with any meeting of, or solicitation of consents or proxies from,
holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or
otherwise publicize to Holders, instructions on how to retrieve such materials or receive such
materials upon request (i.e., by reference to a website containing the materials for retrieval or a
contact for requesting copies of the materials).



     Voting instructions may be given only in respect of a number of ADSs representing an integral
number of Deposited Securities. Upon the timely receipt of voting instructions from a Holder of
ADSs as of the ADS Record Date in the manner specified by the Depositary, the Depositary shall
endeavor, insofar as practicable and permitted under applicable law and the provisions of the
Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited
Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by
proxy) represented by such Holder’s ADSs in accordance with such voting instructions.



     Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion
as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right
to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the
Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting
instructions timely received from Holders or as otherwise contemplated herein. If the Depositary
timely receives voting instructions from a Holder which fail to specify the manner in which the
Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary
will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have
instructed the Depositary to vote in favor of the items set forth in such instructions. Deposited
Securities represented by ADSs for which no timely voting instructions are received by the
Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the
Deposit Agreement or in this ADR, the Depositary shall not have any obligation to take any action
with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited
Securities if the taking of such action would violate U.S. laws. The Company agrees to take any
and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting
rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S.
counsel addressing any actions requested to be taken if so requested by the Depositary. There can
be no assurance that Holders generally or any Holder in particular will receive the notice
described above with sufficient time to enable the Holder to return voting instructions to the
Depositary in a timely manner.



     (18) Changes Affecting Deposited Securities. Upon any change in nominal or par value,
split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or
upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the
Company or to which it is a party, any securities which shall be received by the Depositary or the
Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such
Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities
under the Deposit Agreement, and the ADRs shall, subject to the provisions of the Deposit Agreement
and applicable law, evidence ADSs representing the right to receive such additional securities. In
giving effect to such change, split-up, cancellation, consolidation or other



 









 







reclassification of Deposited Securities, recapitalization, reorganization, merger,
consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the
Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion
of counsel to the Company satisfactory to the Depositary that such actions are not in violation of
any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock
dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the
applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the
ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take
such other actions as are appropriate to reflect the transaction with respect to the ADSs.
Notwithstanding the foregoing, in the event that any security so received may not be lawfully
distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if
the Company requests, subject to receipt of an opinion of Company’s counsel satisfactory to the
Depositary that such action is not in violation of any applicable laws or regulations, sell such
securities at public or private sale, at such place or places and upon such terms as it may deem
proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and
expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise
entitled to such securities upon an averaged or other practicable basis without regard to any
distinctions among such Holders and distribute the net proceeds so allocated to the extent
practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the
Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that
it may be lawful or feasible to make such securities available to Holders in general or any Holder
in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or
(iii) any liability to the purchaser of such securities. Notwithstanding the foregoing provisions
of Section 4.11 of the Deposit Agreement, no amendment or alteration of the rights of Deposited
Securities pursuant to an amendment of the Articles of Association of the Company shall be a
reclassification, recapitalization, reorganization or other change in the Deposited Securities so
as to cause such Deposited Securities to be new Deposited Securities under the Deposit Agreement,
to cause a new deposit of Deposited Securities under the Deposit Agreement, or to cause the ADSs
representing such Deposited Securities to be new ADSs notwithstanding any change in the description
or name of such Deposited Securities, any change of the name of the Company, any requirement to
amend any applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect
of the ADS or any change in the form of ADRs evidencing such ADSs.



     (19) Exoneration. Neither the Depositary nor the Company shall be obligated to do or
perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any
liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in,
doing or performing any act or thing required by the terms of the Deposit Agreement and this ADR,
by reason of any provision of any present or future law or regulation of the United States, England
and Wales or any other country, or of any other governmental authority or regulatory authority or
stock exchange, or on account of the possible criminal or civil penalties or restraint, or by
reason of any provision, present or future, of the Articles of Association of the Company or any
provision of or governing any Deposited Securities, or by reason of any act of God or war or other
circumstances beyond its control (including, without limitation, nationalization, expropriation,
currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions,
rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement or in the Articles of



 









 







Association of the Company or provisions of or governing Deposited Securities, (iii) for any
action or inaction in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized
representative thereof, or any other person believed by it in good faith to be competent to give
such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from
any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs
or (v) for any consequential or punitive damages for any breach of the terms of the Deposit
Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its
controlling persons and its agents may rely and shall be protected in acting upon any written
notice, request or other document believed by it to be genuine and to have been signed or presented
by the proper party or parties. No disclaimer of liability under the Securities Act is intended by
any provision of the Deposit Agreement or this ADR.



     (20) Standard of Care. The Company and the Depositary assume no obligation and shall
not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or
Beneficial Owner(s), except that the Company and Depositary agree to perform their respective
obligations specifically set forth in the Deposit Agreement and this ADR without negligence or bad
faith. The Depositary and its agents shall not be liable for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast
or the effect of any vote, provided that any such action or omission is in good faith and in
accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability
for any failure to determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company for distribution to
the Holders or for any inaccuracy of any translation thereof, for any investment risk associated
with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited
Securities or for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to
lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the
Company, or for any action or failure to act by, or any information provided or not provided by,
DTC or any DTC participant.



     (21) Resignation and Removal of the Depositary; Appointment of Successor Depositary.
The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice
of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take
the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment of
a successor depositary by the Company and its acceptance of such appointment as provided in the
Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of
such removal, which removal shall be effective on the later of (i) the 90th day after delivery
thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions
contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company
of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the
Company shall use its best efforts to appoint a successor depositary, which shall be a bank or
trust company having an office in the Borough of



 









 







Manhattan, the City of New York. Every successor depositary shall be required by the Company
to execute and deliver to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any further act or deed
(except as required by applicable law), shall become fully vested with all the rights, powers,
duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of
the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the
written request of the Company, shall (i) execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor under the Deposit Agreement and this ADR (other
than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer
and deliver all right, title and interest to the Deposited Securities to such successor, and (iii)
deliver to such successor a list of the Holders of all outstanding ADSs and such other information
relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor
depositary shall promptly provide notice of its appointment to such Holders. Any corporation into
or with which the Depositary may be merged or consolidated shall be the successor of the Depositary
without the execution or filing of any document or any further act.



     (22) Amendment/Supplement. Subject to the terms and conditions of this paragraph 22,
the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may
at any time and from time to time be amended or supplemented by written agreement between the
Company and the Depositary in any respect which they may deem necessary or desirable without the
prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall
impose or increase any fees or charges (other than charges in connection with foreign exchange
control regulations, and taxes and other governmental charges, delivery and other such expenses),
or which shall otherwise materially prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration
of thirty (30) days after notice of such amendment or supplement shall have been given to the
Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not
need to describe in detail the specific amendments effectuated thereby, and failure to describe the
specific amendments in any such notice shall not render such notice invalid, provided,
however, that, in each such case, the notice given to the Holders identifies a means for
Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon
retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the
Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered
on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry
form and (ii) do not in either such case impose or increase any fees or charges to be borne by
Holders, shall be deemed not to materially prejudice any substantial rights of Holders or
Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so
becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such
amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as
amended or supplemented thereby. In no event shall any amendment or supplement impair the right of
the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby,
except in order to comply with mandatory provisions of applicable law. Notwithstanding the
foregoing, if any governmental body should adopt new



 









 







laws, rules or regulations which would require an amendment of, or supplement to, the Deposit
Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement
the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such
circumstances may become effective before a notice of such amendment or supplement is given to
Holders or within any other period of time as required for compliance with such laws, rules or
regulations.



     (23) Termination. The Depositary shall, at any time at the written direction of the
Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders
of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for
such termination. If ninety (90) days shall have expired after (i) the Depositary shall have
delivered to the Company a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a written notice of the removal of the Depositary, and, in either case,
a successor depositary shall not have been appointed and accepted its appointment as provided in
Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by
distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. The date so fixed for
termination of the Deposit Agreement in any termination notice so distributed by the Depositary to
the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date,
the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and
the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit
Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the
Depositary shall not, after the Termination Date, have any obligation to perform any further acts
under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms
and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions
pertaining to Deposited Securities, (ii) sell securities and other property received in respect of
Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of any securities or
other property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging,
as the case may be, in each case, the fees and charges of, and expenses incurred by, the
Depositary, and all applicable taxes or governmental charges for the account of the Holders and
Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement),
and (iv) take such actions as may be required under applicable law in connection with its role as
Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may
sell the Deposited Securities then held under the Deposit Agreement and shall after such sale hold
un-invested the net proceeds of such sale, together with any other cash then held by it under the
Deposit Agreement, in an un-segregated account and without liability for interest, for the pro-rata
benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to
account for such net proceeds and other cash (after deducting, or charging, as the case may be, in
each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable
taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case
upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at
law in connection with the termination of the Deposit Agreement. After the Termination Date, the



 









 







Company shall be discharged from all obligations under the Deposit Agreement, except for its
obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The
obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs
outstanding as of the Termination Date shall survive the Termination Date and shall be discharged
only when the applicable ADSs are presented by their Holders to the Depositary for cancellation
under the terms of the Deposit Agreement.



     (24) Compliance with U.S. Securities Laws. Notwithstanding any provisions in this ADR
or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will
not be suspended by the Company or the Depositary except as would be permitted by Instruction
I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act.



     (25) Certain Rights of the Depositary; Limitations. Subject to the further terms and
provisions of this paragraph (25), the Depositary, its Affiliates and their agents, on their own
behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.
The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any
agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity
involved in ownership or transaction records in respect of the Shares. Such evidence of rights
shall consist of written blanket or specific guarantees of ownership of Shares. In its capacity as
Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that
the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of the
Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited
Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under
(i) above but for which Shares may not have been received (each such transaction a “Pre-Release
Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive
Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to
a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares
are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or
its customer owns the Shares or ADSs that are to be delivered by the Applicant under such
Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in
its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs
are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the
Depositary or the Custodian, as applicable, such Shares or ADSs and (z) agrees to any additional
restrictions or requirements that the Depositary deems appropriate, (b) at all times fully
collateralized with cash, U.S. government securities or such other collateral as the Depositary
deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice
and (d) subject to such further indemnities and credit regulations as the Depositary deems
appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such
Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without
giving effect to ADSs outstanding under (i) above), provided, however, that the
Depositary reserves the right to change or disregard such limit from time to time as it deems
appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares
involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems
appropriate. The Depositary may retain for its own account any compensation received by it in
conjunction with the foregoing. Collateral



 









 







provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).



 









 





(ASSIGNMENT AND TRANSFER SIGNATURE LINES)




FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto
                                                             whose taxpayer identification number is
                                                             and
whose address including postal zip code is                                         , the within ADS and all rights
thereunder, hereby irrevocably constituting and appointing                                                             
attorney-in-fact to transfer said ADS on the books of the Depositary with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated:    

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	Title:                         	 	 
	 
	 	 	 	 	 	 
	 	 	NOTICE: The signature of the Holder to this
assignment must correspond with the name as written
upon the face of the within instrument in every
particular, without alteration or enlargement or any
change whatsoever.	 	 
	 
	 	 	 	 	 	 
	 	 	If the endorsement be executed by an attorney,
executor, administrator, trustee or guardian, the
person executing the endorsement must give his/her
full title in such capacity and proper evidence of
authority to act in such capacity, if not on file
with the Depositary, must be forwarded with this ADR.	 	 
	 
	 	 	 	 	 	 
	SIGNATURE GUARANTEED

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	All endorsements or assignments of ADRs must be
guaranteed by a member of a Medallion Signature
Program approved by the Securities Transfer
Association, Inc.