Exhibit 99.11**Summary Description of Thomson Reuters PLC American Depositary Shares**     The following is a summary of certain provisions of the Deposit Agreement, among ThomsonReuters PLC, Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of DeutscheBank A.G., acting in its capacity as depositary (the “Depositary”) and the Holders and BeneficialOwners from time to time of the Receipts issued thereunder (collectively, “Holders”). This summarydoes not purport to be complete and is qualified in its entirety by reference to the DepositAgreement. Copies of the Deposit Agreement are available for inspection at the principal office ofthe Depositary in New York (the “Principal Office”), which is presently located at 60 Wall Street,New York, New York 10005. Capitalized terms used in this Description of ADSs and not otherwisedefined shall have the respective meanings set forth in the Deposit Agreement.     Receipts evidencing ADSs are issuable by the Depositary pursuant to the terms of the DepositAgreement. Each ADS represents, as of the date of this Annual Report, the right to receive sixThomson Reuters PLC ordinary shares (“Shares”) deposited under the Deposit Agreement (together withany additional ordinary shares deposited thereunder and all other securities, property and cashreceived and held thereunder at any time in respect of or in lieu of such deposited ordinaryshares, the “Deposited Securities”) with the Custodian under the Deposit Agreement (together withany successor or successors thereto, the “Custodian”). Only persons in whose names Receipts areregistered on the books of the Depositary will be treated by the Depositary and the Company asHolders.*Deposit, Transfer, and Withdrawal*     Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares orevidence of rights to receive Shares (other than Restricted Securities) may be deposited by anyperson at any time, whether or not the transfer books of the Company or the Foreign Registrar, ifany, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall beaccompanied by the following: (A)(i) in the case of Shares issued in registered form, appropriateinstruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the caseof Shares issued in bearer form, such Shares or the certificates representing such Shares and (iii)in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer tothe Custodian or that irrevocable instructions have been given to cause such Shares to be sotransferred, (B) such certifications and payments (including, without limitation, the Depositary’sfees and related charges) and evidence of such payments (including, without limitation, stamping orotherwise marking such Shares by way of receipt) as may be required by the Depositary or theCustodian in accordance with the provisions of the Deposit Agreement, (C) if the Depositary sorequires, a written order directing the Depositary to execute and deliver to, or upon the writtenorder of, the person or persons stated in such order a Receipt or Receipts for the number of ADSsrepresenting the Shares so deposited, (D) evidence satisfactory to the Depositary (which mayinclude an opinion of counsel satisfactory to the Depositary provided at the cost of the personseeking to deposit Shares) that all conditions to such deposit have been met and all necessaryapprovals have been granted by, and there has been compliance with the rules and regulations of,any applicable governmental agency in the United Kingdom, and (E) if the Depositary so requires,(i) an agreement, assignment or instrument satisfactory to the Depositary or the
 

 
Custodian which provides for the prompt transfer by any person in whose name the Shares are orhave been recorded to the Custodian of any distribution, or right to subscribe for additionalShares or to receive other property in respect of any such deposited Shares or, in lieu thereof,such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and(ii) if the Shares are registered in the name of the person on whose behalf they are presented fordeposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of theShares for any and all purposes until the Shares so deposited are registered in the name of theDepositary, the Custodian or any nominee. No Share shall be accepted for deposit unlessaccompanied by confirmation or such additional evidence, if any is required by the Depositary, thatis satisfactory to the Depositary or the Custodian that all conditions to such deposit have beensatisfied by the person depositing such Shares under the laws and regulations of the United Kingdomand any necessary approval has been granted by any governmental body in the United Kingdom, if any,which is then performing the function of the regulator of currency exchange. The Depositary mayissue Receipts against evidence of rights to receive Shares from the Company, any agent of theCompany or any custodian, registrar, transfer agent, clearing agency or other entity involved inownership or transaction records in respect of the Shares.     The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in anyclass of securities of the Company and its affiliates and in ADSs. The Depositary may issue ADSsagainst evidence of rights to receive Shares from the Company, any agent of the Company or anycustodian, registrar, transfer agent, clearing agency or other entity involved in ownership ortransaction records in respect of the Shares. Such evidence of rights shall consist of writtenblanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. Inits 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 tothe Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADSspursuant to the Deposit Agreement, including ADSs which were issued under (i) above but for whichShares may not have been received (each such transaction a “Pre-Release Transaction”). TheDepositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSsunder (ii) above. Each such Pre-Release Transaction will be (a) accompanied by or subject to awritten agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to bedelivered (1) represents that at the time of the Pre-Release Transaction the Applicant or itscustomer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-ReleaseTransaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its recordsand to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are deliveredto the Depositary or the Custodian, (3) agrees to promptly deliver to the Depositary or theCustodian, as applicable, such Shares or ADSs and (4) agrees to any additional restrictions orrequirements that the Depositary deems appropriate; (b) at all times fully collateralized withcash, 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 tosuch further indemnities and credit regulations as the Depositary deems appropriate. TheDepositary will normally limit the number of ADSs and Shares involved in such Pre-ReleaseTransactions at any one time to fifteen percent (15%) of the ADSs outstanding (without givingeffect to ADSs outstanding under (i) above), provided, however, that the Depositaryreserves 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 inPre-Release
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Transactions with any one person on a case by case basis as it deems appropriate. TheDepositary may retain for its own account any compensation received by it in conjunction with theforegoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held forthe benefit of the Holders (other than the Applicant).     Subject to the terms and conditions of the Deposit Agreement, the Registrar shall registertransfers of Receipts on its books, upon surrender at the Principal Office of the Depositary of aReceipt by the Holder thereof in person or by duly authorized attorney, properly endorsed oraccompanied by proper instruments of transfer (including signature guarantees in accordance withstandard industry practice) and duly stamped as may be required by the laws of the State of NewYork and of the United States of America, of the United Kingdom and of any other applicablejurisdiction. Subject to the terms and conditions of the Deposit Agreement, including payment ofthe applicable fees and charges of the Depositary, the Depositary shall execute and deliver a newReceipt(s) (and if necessary, cause the Registrar to countersign such Receipt(s)) and deliver sameto or upon the order of the person entitled to such Receipts evidencing the same aggregate numberof ADSs as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or Receipts forthe purpose of effecting a split-up or combination of such Receipt or Receipts upon payment of theapplicable fees and charges of the Depositary, and subject to the terms and conditions of theDeposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts for anyauthorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt orReceipts surrendered.     As a condition precedent to the execution and delivery, registration of transfer, split-up,combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositaryor the Custodian may require (i) payment from the depositor of Shares or presenter of the Receiptof a sum sufficient to reimburse it for any tax or other governmental charge and any stock transferor registration fee with respect thereto (including any such tax or charge and fee with respect toShares being deposited or withdrawn) and payment of any applicable fees and charges of theDepositary as provided in the Deposit Agreement and in the Receipt, (ii) the production of proofsatisfactory to it as to the identity and genuineness of any signature or any other matters and(iii) compliance with (A) any laws or governmental regulations relating to the execution anddelivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonableregulations of the Depositary or the Company consistent with the Deposit Agreement and applicablelaw.     The issuance of ADSs against deposits of Shares generally or against deposits of particularShares may be suspended, or the issuance of ADSs against the deposit of particular Shares may bewithheld, or the registration of transfer of Receipts in particular instances may be refused, orthe registration of transfer of Receipts generally may be suspended, during any period when thetransfer books of the Depositary are closed or if any such action is deemed necessary or advisableby the Depositary or the Company, in good faith, at any time or from time to time because of anyrequirement of law, any government or governmental body or commission or any securities exchangeupon which the Receipts or Share are listed, or under any provision of the Deposit Agreement orprovisions of, or governing, the Deposited Securities or any meeting of shareholders of the Companyor for any other reason, subject in all cases to compliance with applicable securities laws. TheHolders of Receipts are entitled to surrender outstanding ADSs
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to withdraw the Deposited Securities at any time subject only to (i) temporary delays causedby closing the transfer books of the Depositary or the Company or the deposit of Shares inconnection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment offees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmentalregulations relating to the Receipts or to the withdrawal of the Deposited Securities, and (iv)other circumstances specifically contemplated by Section I.A.(l) of the General Instructions toForm F-6 (as such General Instructions may be amended from time to time). The Depositary shall notknowingly accept for deposit under the Deposit Agreement any Shares or other Deposited Securitiesrequired to be registered under the provisions of the U.S. Securities Act, unless a registrationstatement is in effect as to such Shares.     Each person depositing Shares under the Deposit Agreement shall be deemed thereby to representand warrant that (i) such Shares (and the certificates therefor) are duly authorized, validlyissued, fully paid, non-assessable and were 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 and (iv) the Shares presented fordeposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverseclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities.Such representations and warranties shall survive the deposit and withdrawal of Shares and theissuance, cancellation and transfer of ADSs. If any such representations or warranties are falsein any way, the Company and Depositary shall be authorized, at the cost and expense of the persondepositing Shares, to take any and all actions necessary to correct the consequences thereof.     Any person presenting Shares for deposit, any Holder may be required, and every Holder agrees,from time to time to provide to the Depositary such proof of citizenship or residence, taxpayerstatus, 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 andthe terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities orother information as the Depositary deem necessary or proper or as the Company may reasonablyrequire by written request to the Depositary consistent with its obligations under the DepositAgreement. Subject terms of the Deposit Agreement, the Depositary and the Registrar, as applicable,may, and at the request of the Company shall, withhold the delivery or registration of transfer ofany Receipt or the distribution or sale of any dividend or other distribution of rights or of theproceeds thereof or the delivery of any Deposited Securities until such proof or other informationis filed, or such certifications are executed, or such representations and warranties made, or suchinformation and documentation are provided.*Dividends and Distributions in Cash, Shares, etc.*     Whenever the Depositary receives confirmation from the Custodian of receipt of any cashdividend or other cash distribution on any Deposited Securities, or receives proceeds from the saleof any Shares, rights securities or other entitlements under the Deposit Agreement, the Depositarywill, if at the time of receipt thereof any amounts received in a Foreign Currency can, in thejudgment of the Depositary (upon the terms of the Deposit Agreement), be converted on a
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practicable basis, into U.S. Dollars transferable to the United States, promptly convert orcause to be converted such dividend, distribution or proceeds into U.S. Dollars and will distributepromptly the amount thus received (net of applicable fees and charges of, and expenses incurred by,the Depositary and taxes withheld) to the Holders of record as of the ADS Record Date in proportionto the number of ADS representing such Deposited Securities held by such Holders respectively as ofthe ADS Record Date. The Depositary shall distribute only such amount, however, as can bedistributed without attributing to any Holder a fraction of one cent. Any such fractional amountsshall be rounded to the nearest whole cent and so distributed to Holders entitled thereto. If theCompany, the Custodian or the Depositary is required to withhold and does withhold from any cashdividend or other cash distribution in respect of any Deposited Securities an amount on account oftaxes, duties or other governmental charges, the amount distributed to Holders on the ADSsrepresenting such Deposited Securities shall be reduced accordingly. Such withheld amounts shall beforwarded by the Company, the Custodian or the Depositary to the relevant governmental authority.Any Foreign Currency received by the Depositary shall be converted upon the terms and conditionsset forth in the Deposit Agreement.     If any distribution upon any Deposited Securities consists of a dividend in, or freedistribution of, Shares, the Company shall or cause such Shares to be deposited with the Custodianand registered, as the case may be, in the name of the Depositary, the Custodian or their nominees.Upon receipt of confirmation of such deposit, the Depositary shall, subject to and in accordancewith the Deposit Agreement, establish the ADS Record Date and either (i) distribute to the Holdersas of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date,additional ADSs, which represent in aggregate the number of Shares received as such dividend, orfree distribution, subject to the terms of the Deposit Agreement (including, without limitation,the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes), or (ii)if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS RecordDate shall, to the extent permissible by law, thenceforth also represent rights and interest in theadditional Shares distributed upon the Deposited Securities represented thereby (net of theapplicable fees and charges of, and the expenses incurred by, the Depositary, and taxes). In lieuof delivering fractional ADSs, the Depositary shall sell the number of Shares represented by theaggregate of such fractions and distribute the proceeds upon the terms set forth in the DepositAgreement.     In the event that (x) the Depositary determines that any distribution in property (includingShares) is subject to any tax or other governmental charges which the Depositary is obligated towithhold, or, (y) if the Company, in the fulfillment of its obligations under the DepositAgreement, has either (a) furnished an opinion of U.S. counsel determining that Shares must beregistered under the Securities Act or other laws in order to be distributed to Holders (and nosuch registration statement has been declared effective), or (b) fails to timely deliver thedocumentation contemplated in the Deposit Agreement, the Depositary may dispose of all or a portionof such property (including Shares and rights to subscribe therefor) in such amounts and in suchmanner, including by public or private sale, as the Depositary deems necessary and practicable, andthe Depositary shall distribute the net proceeds of any such sale (after deduction of taxes andfees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon theterms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance ofsuch property in accordance with the provisions of the Deposit Agreement.
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     Upon timely receipt of a notice indicating that the Company wishes an elective distribution tobe made available to Holders upon the terms described in the Deposit Agreement, the Depositaryshall, upon provision of all documentation required under the Deposit Agreement, (including,without limitation, any legal opinions the Depositary may reasonably request, to be furnished atthe expense of the Company) determine whether such distribution is lawful and reasonablypracticable. If so, the Depositary shall, subject to the terms and conditions of the DepositAgreement, establish an ADS Record Date in accordance with the Deposit Agreement and establishprocedures to enable the Holder to elect to receive the proposed distribution in cash or inadditional ADSs. If a Holder elects to receive the distribution in cash, the dividend shall bedistributed as in the case of a distribution in cash. If the Holder elects to receive thedistribution in additional ADSs, the distribution shall be distributed as in the case of adistribution in Shares upon the terms described in the Deposit Agreement. If such electivedistribution is not lawful or reasonably practicable or if the Depositary did not receivesatisfactory documentation set forth in the Deposit Agreement, the Depositary shall, to the extentpermitted by law, distribute to Holders, on the basis of the same determination as is made inEngland 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 theDeposit Agreement. The Depositary shall not be obligated to make available to the Holder a methodto receive the elective distribution in Shares (rather than ADSs). There can be no assurance thatthe Holder will be given the opportunity to receive elective distributions on the same terms andconditions as the holders of Shares.     Upon receipt by the Depositary of a notice indicating that the Company wishes rights tosubscribe for additional Shares to be made available to Holders of ADSs, the Company shalldetermine whether it is lawful and reasonably practicable to make such rights available to theHolders. The Depositary shall make such rights available to any Holders only if the Company shallhave timely requested that such rights be made available to Holders, the Depositary shall havereceived the documentation required by the Deposit Agreement, and the Depositary shall havedetermined that such distribution of rights is lawful and reasonably practicable. If suchconditions are not satisfied, the Depositary shall sell the rights as described below. In theevent all conditions set forth above are satisfied, the Depositary shall establish an ADS RecordDate and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and(y) to enable the Holders to exercise the rights (upon payment of the applicable fees and chargesof, and expenses incurred by, the Depositary and taxes). The Depositary shall not be obligated tomake available to the Holders a method to exercise such rights to subscribe for Shares (rather thanADSs). If (i) the Company does not timely request the Depositary to make the rights available toHolders or if the Company requests that the rights not be made available to Holders, (ii) theDepositary fails to receive the documentation required by the Deposit Agreement or determines it isnot lawful or reasonably practicable to make the rights available to Holders, or (iii) any rightsmade available are not exercised and appear to be about to lapse, the Depositary shall determinewhether it is lawful and reasonably practicable to sell such rights, in a riskless principalcapacity or otherwise, at such place and upon such terms (including public and private sale) as itmay deem proper. The Depositary shall, upon such sale, convert and distribute proceeds of suchsale (net of applicable fees and charges of, and expenses incurred by, the Depositary and taxes)upon the terms of the Deposit Agreement. If the Depositary is unable to
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make any rights available to Holders or to arrange for the sale of the rights upon the termsdescribed above, the Depositary shall allow such rights to lapse. The Depositary shall not beresponsible for (i) any failure to determine that it may be lawful or feasible to make such rightsavailable to Holders in general or any Holders in particular, (ii) any foreign exchange exposure orloss incurred in connection with such sale, or exercise, or (iii) the content of any materialsforwarded to the Holders on behalf of the Company in connection with the rights distribution.     If registration (under the Securities Act or any other applicable law) of the rights or thesecurities to which any rights relate may be required in order for the Company to offer such rightsor such securities to Holders and to sell the securities represented by such rights, the Depositarywill not distribute such rights to the Holders (i) unless and until a registration statement underthe Securities Act covering such offering is in effect or (ii) unless the Company furnishes to theDepositary opinion(s) of counsel for the Company in the United States and counsel to the Company inany other applicable country in which rights would be distributed, in each case reasonablysatisfactorily to the Depositary, to the effect that the offering and sale of such securities toHolders are exempt from, or do not require registration under, the provisions of the Securities Actor any other applicable laws. In the event that the Company, the Depositary or the Custodian shallbe required to withhold and does withhold from any distribution of property (including rights) anamount on account of taxes or other governmental charges, the amount distributed to the Holdersshall be reduced accordingly. In the event that the Depositary determines that any distribution inproperty (including Shares and rights to subscribe therefor) is subject to any tax or othergovernmental charges which the Depositary is obligated to withhold, the Depositary may dispose ofall or a portion of such property (including Shares and rights to subscribe therefor) in suchamounts and in such manner, including by public or private sale, as the Depositary deems necessaryand practicable to pay any such taxes or charges.     There can be no assurance that Holders generally, or any Holder in particular, will be giventhe opportunity to exercise rights on the same terms and conditions as the holders of Shares or toexercise such rights. Nothing in any Receipt or in the Deposit Agreement shall obligate theCompany to file any registration statement in respect of any rights or Shares or other securitiesto be acquired upon the exercise of such rights.     Upon receipt of a notice regarding property other than cash, Shares or rights to purchaseadditional Shares, to be made to Holders of ADSs, the Depositary shall determine, upon consultationwith the Company, whether such distribution to Holders is lawful and reasonably practicable. TheDepositary shall not make such distribution unless (i) the Company shall have timely requested theDepositary to make such distribution to Holders, (ii) the Depositary shall have received thedocumentation required by the Deposit Agreement, and (iii) the Depositary shall have determinedthat such distribution is lawful and reasonably practicable. Upon satisfaction of such conditions,the Depositary shall distribute the property so received to the Holders of record as of the ADSRecord Date, in proportion to the number of ADSs held by such Holders respectively and in suchmanner as the Depositary may deem reasonably practicable for accomplishing such distribution (i)upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, theDepositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion ofthe property so distributed and deposited, in such amounts and in such manner (including public orprivate sale) as the Depositary may deem
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practicable or necessary to satisfy any taxes (including applicable interest and penalties) orother governmental charges applicable to the distribution.     If the conditions above are not satisfied, the Depositary shall sell or cause such property tobe sold in a public or private sale, at such place or places and upon such terms as it may deemproper and shall distribute the proceeds of such sale received by the Depositary (net of (a)applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to theHolders upon the terms of the Deposit Agreement. If the Depositary is unable to sell suchproperty, the Depositary may dispose of such property in any way it deems reasonably practicableunder the circumstances.*Compliance with Information Requests; Disclosure of Interests*     Each Holder of the ADSs represented by a Receipt agrees to comply with requests from theCompany pursuant to the laws of the United Kingdom, the rules and requirements of any stockexchange on which the Shares are, or will be registered, traded or listed**,**the Company’s Articlesof Association, which are made to provide information as to the capacity in which such Holder ownsADSs and regarding the identity of any other person interested in such ADSs and the nature of suchinterest and various other matters whether or not they are Holders at the time of such request. TheDepositary agrees to use commercially reasonable efforts to forward any such requests to theHolders and to forward to the Company any such responses to such requests received by theDepositary.     Notwithstanding any provision of the Deposit Agreement or of the Receipts and without limitingthe foregoing, by being a Holder of a Receipt, each such Holder agrees to provide such informationas the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to theGreat Britain Companies Act 1985 (as amended from time to time and including any statutorymodification or re-enactment thereof, the “Companies Act”) or the Articles of Association of theCompany. By accepting or holding a Receipt, each Holder acknowledges, that it understands thatfailure to comply with a Disclosure Notice may result in the imposition of sanctions against theholder of the Shares in respect of which the non-complying person is or was, or appears to be orhas been, interested as provided in the Companies Act and the Articles of Association. In addition,by accepting or holding a Receipt each Holder agrees to comply with the provisions of the CompaniesAct with regard to the notification to the Company of interests in Shares, which currently provide,interalia, that any Holder who is or becomes directly or indirectly interested(within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware thatanother person for whom it holds such ADSs or Receipts is so interested, must within two businessdays after becoming so interested or so aware (and thereafter in certain circumstances upon anychange to the particulars previously notified) notify the Company as required by the Companies Act.After the relevant threshold is exceeded, similar notifications must be made in whole respect ofwhole percentage figure increases or decreases, rounded down to the nearest whole number.*Restriction on Ownership*     Holders shall comply with any limitations on ownership of Shares under the Articles ofAssociation of the Company or applicable United Kingdom law as if they held the number of
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Shares their American Depositary Shares represent. The Company shall inform the Holders andthe Depositary of any such ownership restrictions in place from time to time.*Record Dates*     Whenever necessary in connection with any distribution (whether in cash, shares, rights orother distribution), or whenever for any reason the Depositary causes a change in the number ofShares that are represented by each ADS, or whenever the Depositary shall receive notice of anymeeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall findit necessary or convenient in connection with the giving of any notice, or any other matter, theDepositary shall fix a record date (“ADS Record Date”) for the determination of the Holders whoshall be entitled to receive such distribution, to give instructions for the exercise of votingrights at any such meeting, or to give or withhold such consent, or to receive such notice orsolicitation or to otherwise take action, or to exercise the rights of Holders with respect to suchchanged number of Shares represented by each ADS. Subject to applicable law and the terms andconditions of the Receipt and the Deposit Agreement, only the Holders of record at the close ofbusiness in New York on such ADS Record Date shall be entitled to receive such distributions, togive such voting instructions, to receive such notice or solicitation, or otherwise take action.*Voting of Deposited Securities*     As soon as practicable after receipt of notice of any meeting at which the holders of Sharesare entitled to vote, or of solicitation of consents or proxies from holders of Shares or otherDeposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting orsolicitation of such consent or proxy. The Depositary shall, if requested by the Company in writingin a timely manner, at the Company’s expense and provided no U.S. legal prohibitions exist, mail byordinary, regular mail delivery or by electronic transmission (if agreed by the Company and theDepositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as ofthe ADS Record Date: (a) such notice of meeting or solicitation of consent or proxies; (b) astatement that the Holders as of the ADS Record Date will be entitled, subject to any applicablelaw, the provisions of the Deposit Agreement, the Company’s Articles of Association and theprovisions of or governing Deposited Securities (which provisions, if any, shall be summarized inpertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights,if any, pertaining to the Shares or other Deposited Securities represented by such Holder’s ADSs;and (c) a brief statement as to the manner in which such instructions may be given. Upon the timelyreceipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shallendeavor, insofar as practicable and permitted under applicable law and the provisions of theCompany’s Articles of Association and the provisions of the Deposited Securities, to vote or causethe Custodian to vote the Shares and/or other Deposited Securities represented by ADSs held by suchHolder in accordance with such instructions.     Neither the Depositary nor the Custodian shall, under any circumstances exercise anydiscretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt toexercise the right to vote, or in any way make use of, for purposes of establishing a quorum orotherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and
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in accordance with such written instructions from Holders. Shares or other DepositedSecurities represented by ADSs for which no specific voting instructions are received by theDepositary from the Holder shall not be voted. The Depositary shall not be liable for any failureto carry out any instructions to vote any of the Deposited Securities, or for the manner in whichsuch vote is cast, provided that any such action or omission is in good faith and in accordancewith the terms of the Deposit Agreement, or the effect of any such vote.*Inspection of Transfer Books; Reports and other Communications*     The Depositary shall make available during normal business hours on any Business Day forinspection by Holders at its Principal Office any reports and communications, including any proxysoliciting materials, received from the Company which are both (a) received by the Depositary, theCustodian, or the nominee of either of them as the holder of the Deposited Securities and (b) madegenerally available to the holders of such Deposited Securities by the Company.     The Depositary or the Registrar, as applicable, shall keep books for the registration ofReceipts and transfers of Receipts which at all reasonable times shall be open for inspection bythe Company and by the Holders of such Receipts, provided that such inspection shall not be, to theDepositary’s or the Registrar’s knowledge, for the purpose of communicating with Holders of suchReceipts in the interest of a business or object other than the business of the Company or otherthan a matter related to the Deposit Agreement or the Receipts.     The Depositary or the Registrar, as applicable, may close the transfer books with respect tothe Receipts, at any time or from time to time, when deemed necessary or advisable by it in goodfaith in connection with the performance of its duties hereunder, or at the reasonable writtenrequest of the Company subject, in all cases, to applicable securities laws.     The Company is subject to the periodic reporting requirements of the Exchange Act andaccordingly files certain information with the Commission. These reports and documents can beinspected and copied at the public reference facilities maintained by the Commission located at thedate of this Agreement at 100 F Street, N.E., Washington, D.C. 20549.*Changes Affecting Deposited Securities*     Upon any change in par value, split-up, cancellation, consolidation or any otherreclassification of Deposited Securities, or upon any recapitalization, reorganization, merger orconsolidation or sale of assets affecting the Company or to which it otherwise is a party, anysecurities which shall be received by the Depositary or a Custodian in exchange for, or inconversion of or replacement or otherwise in respect of, such Deposited Securities shall, to theextent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, andthe Receipts shall, subject to the provisions of the Deposit Agreement and applicable law, evidenceADSs representing the right to receive such additional securities. Alternatively, the Depositarymay, with the Company’s approval, and shall, if the Company shall so request, subject to the termsof the Deposit Agreement and receipt of satisfactory documentation contemplated by the DepositAgreement, execute and deliver additional Receipts as in the case
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of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to beexchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, withnecessary modifications to this form of Receipt specifically describing such new DepositedSecurities and/or corporate change. Notwithstanding the foregoing, in the event that any securityso received may not be lawfully distributed to some or all Holders, the Depositary may, with theCompany’s approval, and shall if the Company requests, subject to receipt of satisfactory legaldocumentation contemplated in the Deposit Agreement, sell such securities at public or privatesale, at such place or places and upon such terms as it may deem proper and may allocate the netproceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary andtaxes) for the account of the Holders otherwise entitled to such securities and distribute the netproceeds so allocated to the extent practicable as in the case of a distribution received in cashpursuant to the Deposit Agreement. The Depositary shall not be responsible for (i) any failure todetermine that it may be lawful or feasible to make such securities available to Holders in generalor any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection withsuch sale, or (iii) any liability to the purchaser of such securities.*Amendment and Termination of Deposit Agreement*     Subject to applicable law, the Receipt and any provisions of the Deposit Agreement may at anytime and from time to time be amended or supplemented by written agreement between the Company andthe Depositary in any respect which they may deem necessary or desirable without the consent of theHolders. Any amendment or supplement which shall impose or increase any fees or charges (other thanthe charges of the Depositary in connection with foreign exchange control regulations, and taxesand other governmental charges, delivery and other such expenses), or which shall otherwisematerially prejudice any substantial existing right of Holders, shall not, however, becomeeffective as to outstanding Receipts until 30 days after notice of such amendment or supplementshall have been given to the Holders of outstanding Receipts. The parties hereto agree that anyamendments or supplements which (i) are reasonably necessary (as agreed by the Company and theDepositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b)the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either suchcase impose or increase any fees or charges to be borne by Holders, shall be deemed not toprejudice any substantial rights of Holders. Every Holder at the time any amendment or supplementso becomes effective shall be deemed, by continuing to hold such ADS, to consent and agree to suchamendment or supplement and to be bound by the Deposit Agreement as amended or supplementedthereby. In no event shall any amendment or supplement impair the right of the Holder to surrendersuch Receipt and receive therefor the Deposited Securities represented thereby, except in order tocomply with mandatory provisions of applicable law. Notwithstanding the foregoing, if anygovernmental body should adopt new laws, rules or regulations which would require amendment orsupplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositarymay amend or supplement the Deposit Agreement and the Receipt at any time in accordance with suchchanged laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in suchcircumstances may become effective before a notice of such amendment or supplement is given toHolders or within any other period of time as required for compliance with such laws, or rules orregulations.
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     The Depositary shall, at any time at the written direction of the Company, terminate theDeposit Agreement by mailing notice of such termination to the Holders of all Receipts thenoutstanding at least 30 days prior to the date fixed in such notice for such termination providedthat, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it inaccordance with the terms of the Deposit Agreement and in accordance with any other agreements asotherwise agreed in writing between the Company and the Depositary from time to time, prior to suchtermination shall take effect. If 90 days shall have expired after (i) the Depositary shall havedelivered to the Company a written notice of its election to resign, or (ii) the Company shall havedelivered to the Depositary a written notice of the removal of the Depositary, and in either case asuccessor depositary shall not have been appointed and accepted its appointment as provided hereinand in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing noticeof such termination to the Holders of all Receipts then outstanding at least 30 days prior to thedate fixed for such termination. On and after the date of termination of the Deposit Agreement, aHolder will, upon surrender of such Holder’s Receipt at the Principal Office of the Depositary,upon the payment of the charges of the Depositary for the surrender of Receipts referred to in theDeposit Agreement and subject to the conditions and restrictions therein set forth, and uponpayment of any applicable taxes or governmental charges, be entitled to delivery, to him or uponhis order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shallremain outstanding after the date of termination of the Deposit Agreement, the Registrar thereaftershall discontinue the registration of transfers of Receipts, and the Depositary shall suspend thedistribution of dividends to the Holders thereof, and shall not give any further notices or performany further acts under the Deposit Agreement, except that the Depositary shall continue to collectdividends and other distributions pertaining to Deposited Securities, shall sell rights as providedin the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to theconditions and restrictions set forth in the Deposit Agreement, together with any dividends orother distributions received with respect thereto and the net proceeds of the sale of any rights orother property, in exchange for Receipts surrendered to the Depositary (after deducting, orcharging, as the case may be, in each case the charges of the Depositary for the surrender of aReceipt, any expenses for the account of the Holder in accordance with the terms and conditions ofthe Deposit Agreement and any applicable taxes or governmental charges or assessments). At any timeafter the expiration of one year from the date of termination of the Deposit Agreement, theDepositary may sell the Deposited Securities then held and may thereafter hold uninvested the netproceeds of any such sale, together with any other cash then held by it, in an unsegregatedaccount, without liability for interest for the pro rata benefit of the Holders of Receipts whoseReceipts have not theretofore been surrendered. After making such sale, the Depositary shall bedischarged from all obligations under the Deposit Agreement with respect to the Receipts and theShares, Deposited Securities and ADSs, except to account for such net proceeds and other cash(after deducting, or charging, as the case may be, in each case the charges of the Depositary forthe surrender of a Receipt, any expenses for the account of the Holder in accordance with the termsand conditions of the Deposit Agreement and any applicable taxes or governmental charges orassessments). Upon the termination of the Deposit Agreement, the Company shall be discharged fromall obligations under the Deposit Agreement except as expressly set forth in the Deposit Agreement.*Resignation and Removal of the Depositary; Appointment of Successor Depositary*
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     The Depositary may at any time resign as Depositary under the Deposit Agreement by writtennotice of resignation delivered to the Company, such resignation to be effective upon theappointment of a successor depositary and its acceptance of such appointment as provided in theDeposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under theDeposit Agreement or in accordance with any other agreements otherwise agreed in writing betweenthe Company and the Depositary from time to time shall be paid to the Depositary prior to suchresignation. The Company shall use reasonable efforts to appoint such successor depositary, andgive notice to the Depositary of such appointment, not more than 90 days after delivery by theDepositary of written notice of resignation as provided in the Deposit Agreement. The Depositarymay at any time be removed by the Company by written notice of such removal which notice shall beeffective on the later of (i) the 30th day after delivery thereof to the Depositary, or(ii) upon the appointment of a successor depositary and its acceptance of such appointment asprovided in the Deposit Agreement save that, any amounts, fees, costs or expenses owed to theDepositary under the Deposit Agreement or in accordance with any other agreements otherwise agreedin writing between the Company and the Depositary from time to time shall be paid to the Depositaryprior to such removal. In case at any time the Depositary acting hereunder shall resign or beremoved, the Company shall use its commercially reasonable efforts to appoint a successordepositary. Every successor depositary shall execute and deliver to its predecessor and to theCompany an instrument in writing accepting its appointment hereunder, and thereupon such successordepositary, without any further act or deed, shall become fully vested with all the rights, powers,duties and obligations of its predecessor. The predecessor depositary, upon payment of all sumsdue it and on the written request of the Company, shall (i) execute and deliver an instrumenttransferring to such successor all rights and powers of such predecessor hereunder (other than ascontemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title andinterest to the Deposited Securities to such successor, and (iii) deliver to such successor a listof the Holders of all outstanding Receipts and such other information relating to Receipts andHolders thereof as the successor may reasonably request. Any such successor depositary shallpromptly mail notice of its appointment to such Holders. Any corporation into or with which theDepositary may be merged or consolidated shall be the successor of the Depositary without theexecution or filing of any document or any further act.*Charges of Depositary*     The Depositary shall charge the following fees for the services performed under the terms ofthe Deposit Agreement; provided, however, that no fees shall be payable upon distribution of cashdividends so long as the charging of such fee is prohibited by the exchange, if any, upon which theADSs are listed: (i) to any person to whom ADSs are issued, including, without limitation,issuances against deposits of Shares, issuances in respect of Share distributions, rights or otherdistributions, issuances pursuant to bonus distributions, stock dividends or stock splits declaredby the Company, and/or issuances pursuant to a merger, exchange of securities or any othertransaction affecting the ADSs or Deposited Securities, a fee not in excess of U.S. $5.00 per 100ADSs (or fraction thereof) so issued under the terms of the Deposit Agreement to be determined bythe Depositary, (ii) to any person surrendering ADSs for cancellation and withdrawal of DepositedSecurities including, *inter alia*, cash distributions made pursuant to a cancellation or withdrawal,a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
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so surrendered, (iii) to any Holder of ADSs, a fee not in excess of U.S. $2.00 per 100 ADSheld for the distribution of cash proceeds, including cash dividends or sale of rights and otherentitlements, not made pursuant to a cancellation or withdrawal, to any holder of ADSs, a fee notin excess of U.S. $5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights, (iv)for the operation and maintenance costs in administering the ADSs an annual fee of U.S. $2.00 per100 ADS and (v) for the expenses incurred by the Depositary, the Custodian or their respectiveagents in connection with inspections of the relevant share register maintained by the localregistrar and/or performing due diligence on the central securities depository for England andWales: an annual fee of U.S.$1.00 per 100 ADSs (such fee to be assessed against Holders of recordas at the date or dates set by the Depositary as it sees fit and collected at the sole discretionof the Depositary by billing such Holders for such fee or by deducting such fee from one or morecash dividends or other cash distributions).     In addition, Holders, person depositing Shares for deposit and person surrendering ADSs forcancellation and withdrawal of Deposited Securities will be required to pay: (i) taxes (includingapplicable interest and penalties) and other governmental charges, (ii) such registration fees asmay from time to time be in effect for the registration of Shares or other Deposited Securitieswith the Foreign Registrar and applicable to transfers of Shares or other Deposited Securities toor from the name of the Custodian, the Depositary or any nominees upon the making of deposits andwithdrawals, respectively, (iii) such cable, telex , facsimile and electronic transmission anddelivery expenses as are expressly provided in the Deposit Agreement to be at the expense of theperson depositing or withdrawing Shares or Holders of ADSs, (iv) the expenses and charges incurredby the Depositary in the conversion of Foreign Currency, (v) such fees and expenses as are incurredby the Depositary in connection with compliance with exchange control regulations and otherregulatory requirements applicable to Shares, Deposited Securities, ADSs and Receipts, (vi) thefees and expenses incurred by the Depositary in connection with the delivery of DepositedSecurities, including any fees of a central depository for securities in the local market, whereapplicable and (vii) any additional fees, charges, costs or expenses that may be incurred by theDepositary from time to time.     Any other reasonable charges and expenses of the Depositary under the Deposit Agreement willbe paid by the Company upon agreement between the Depositary and the Company. All fees and chargesmay, at any time and from time to time, be changed by agreement between the Depositary and Companybut, in the case of fees and charges payable by Holders, only in the manner contemplated by theDeposit Agreement and the Receipt.*Liability of Holder for Taxes, Duties and Other Charges*     If any tax or other governmental charge shall become payable by the Depositary or theCustodian with respect to any Receipt or any Deposited Securities or ADSs, such tax, or othergovernmental charge shall be payable by the Holders to the Depositary. The Company, the Custodianand/or the Depositary may withhold or deduct from any distributions made in respect of DepositedSecurities and may sell for the account of the Holder any or all of the Deposited Securities andapply such distributions and sale proceeds in payment of such taxes (including applicable interestand penalties) or charges, with the Holder remaining fully liable for any deficiency. TheCustodian may refuse the deposit of Shares, and the Depositary may refuse to
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issue ADSs, to deliver Receipts, register the transfer, split-up or combination of Receiptsand the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty orinterest is received. Every Holder agrees to indemnify the Depositary, the Company, the Custodianand each of their respective agents, directors, employees and Affiliates for, and hold each of themharmless from, any claims with respect to taxes (including applicable interest and penaltiesthereon) arising from any tax benefit obtained for such Holder.     Holders understand that in converting Foreign Currency, amounts received on conversion arecalculated at a rate which may exceed the number of decimal places used by the Depositary to reportdistribution rates (which in any case will not be less than two decimal places). Any excess amountmay be retained by the Depositary as an additional cost of conversion, irrespective of any otherfees and expenses payable or owing under the Deposit Agreement or the Receipt and shall not besubject to escheatment.*General Limitations*     Neither the Depositary, the Custodian nor the Company shall be obligated to do or perform anyact which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability(i) if the Depositary, the Custodian or the Company or their respective controlling persons oragents shall be prevented or forbidden from, or subjected to any civil or criminal penalty orrestraint on account of, or delayed in, doing or performing any act or thing required by the termsof the Deposit Agreement and the Receipt, by reason of any provision of any present or future lawor regulation of the United States**,**the United Kingdom or any other country, or of any othergovernmental authority or regulatory authority or stock exchange, or by reason of any provision,present or future of the Company’s Articles of Association or any provision of or governing anyDeposited Securities, or by reason of any act of God or war or other circumstances beyond itscontrol, (including, without limitation, nationalization, expropriation, currency restrictions,work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure),(ii) by reason of any exercise of, or failure to exercise, any discretion provided for in theDeposit Agreement or in the Company’s Articles of Association or provisions of or governingDeposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or theCompany or their respective controlling persons or agents in reliance upon the advice of orinformation from legal counsel, accountants, any person presenting Shares for deposit, any Holderor authorized representative thereof, or any other person believed by it in good faith to becompetent to give such advice or information, (iv) for any inability by a Holder to benefit fromany distribution, offering, right or other benefit which is made available to holders of DepositedSecurities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSor (v) for any consequential or punitive damages for any breach of the terms of the DepositAgreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, itscontrolling persons and its agents may rely and shall be protected in acting upon any writtennotice, request, opinion or other document believed by it to be genuine and to have been signed orpresented by the proper party or parties. No disclaimer of liability under the Securities Act isintended by any provision of the Deposit Agreement.     The Company and the Depositary and their respective agents assume no obligation and shall notbe subject to any liability under the Deposit Agreement or the Receipts to Holders or
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other persons (except for the Company’s and the Depositary’s indemnity obligationsspecifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and theDepositary and their respective agents agree to perform their respective obligations specificallyset forth in the Deposit Agreement without gross negligence or bad faith. The Depositary and itsagents shall not be liable for any failure to carry out any instructions to vote any of theDeposited 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 theDeposit Agreement. The Depositary shall not incur any liability for any failure to determine thatany distribution or action may be lawful or reasonably practicable, for the content of anyinformation submitted to it by the Company for distribution to the Holders or for any inaccuracy ofany translation thereof, for any investment risk associated with acquiring an interest in theDeposited Securities, for the validity or worth of the Deposited Securities or for any taxconsequences that may result from the ownership of ADSs, Shares or Deposited Securities, for thecredit-worthiness of any third party, for allowing any rights to lapse upon the terms of theDeposit Agreement or for the failure or timeliness of any notice from the Company. In no eventshall the Depositary or any of its Agents be liable for any indirect, special, punitive orconsequential damage.*Governing Law*     The Deposit Agreement is governed by and shall be construed in accordance with the laws of theState of New York.
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