Exhibit 4.1


 


 






 


FORM OF


 


RENTOKIL INITIAL PLC


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


Amended and Restated Deposit Agreement


 


__________, 2022


 


 






 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1.	DEFINITIONS	2






	 	SECTION 1.1.	American Depositary Shares	2
	 	SECTION 1.2.	Commission	2
	 	SECTION 1.3.	Company	2
	 	SECTION 1.4.	Custodian	2
	 	SECTION 1.5.	Deliver; Surrender	2
	 	SECTION 1.6.	Deposit Agreement	3
	 	SECTION 1.7.	Depositary; Depositary’s
    Office	3
	 	SECTION 1.8.	Deposited Securities	3
	 	SECTION 1.9.	Disseminate	4
	 	SECTION 1.10.	Dollars	4
	 	SECTION 1.11.	DTC	4
	 	SECTION 1.12.	Foreign Registrar	4
	 	SECTION 1.13.	Holder	4
	 	SECTION 1.14.	Owner	4
	 	SECTION 1.15.	Receipts	4
	 	SECTION 1.16.	Registrar	5
	 	SECTION 1.17.	Replacement	5
	 	SECTION 1.18.	Restricted Securities	5
	 	SECTION 1.19.	Securities Act of 1933	5
	 	SECTION 1.20.	Shares	5
	 	SECTION 1.21.	SWIFT	6
	 	SECTION 1.22.	Termination Option Event	6



 


	ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	7







	 	SECTION 2.1.	Form of Receipts;
    Registration and Transferability of American Depositary Shares	7
	 	SECTION 2.2.	Deposit of Shares	8
	 	SECTION 2.3.	Delivery of American Depositary Shares	9



	 	SECTION 2.4.                Registration
of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American
Depositary Shares	9






	 	SECTION 2.5.	Surrender of American Depositary
    Shares and Withdrawal of Deposited Securities	10
	 	SECTION 2.6.	Limitations on Delivery,
    Registration of Transfer and Surrender of American Depositary Shares	11
	 	SECTION 2.7.	Lost Receipts, etc.	12



 






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	 	SECTION 2.8.	Cancellation and Destruction
    of Surrendered Receipts	12
	 	SECTION 2.9.	DTC, DTC Direct Registration
    System and Profile Modification System	13



 


	ARTICLE 3.	CERTAIN OBLIGATIONS OF
    OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	13






	 	SECTION 3.1.	Filing Proofs, Certificates
    and Other Information	13
	 	SECTION 3.2.	Liability of Owner for
    Taxes	14
	 	SECTION 3.3.	Warranties on Deposit of
    Shares	14
	 	SECTION 3.4.	Disclosure of Interests	14
	 	SECTION 3.5.	Reporting Obligations and
    Regulatory Approvals	15



 


	ARTICLE 4.	THE DEPOSITED SECURITIES	15






	 	SECTION 4.1.	Cash Distributions	15
	 	SECTION 4.2.	Distributions Other Than
    Cash, Shares or Rights	16
	 	SECTION 4.3.	Distributions in Shares	17
	 	SECTION 4.4.	Rights	18
	 	SECTION 4.5.	Conversion of Foreign Currency	19
	 	SECTION 4.6.	Fixing of Record Date	21
	 	SECTION 4.7.	Voting of Deposited Shares	21
	 	SECTION 4.8.	Tender and Exchange Offers;
    Redemption, Replacement or Cancellation of Deposited Securities	22
	 	SECTION 4.9.	Reports	23
	 	SECTION 4.10.	Lists of Owners	24
	 	SECTION 4.11.	Withholding	24



 


	ARTICLE 5.	THE DEPOSITARY, THE CUSTODIANS
    AND THE COMPANY	24






	 	SECTION 5.1.	Maintenance of Office and
    Register by the Depositary	24
	 	SECTION 5.2.	Prevention or Delay of
    Performance by the Company or the Depositary	25
	 	SECTION 5.3.	Obligations of the Depositary
    and the Company	26
	 	SECTION 5.4.	Resignation and Removal
    of the Depositary	27
	 	SECTION 5.5.	The Custodians	28
	 	SECTION 5.6.	Notices and Reports	28
	 	SECTION 5.7.	Distribution of Additional
    Shares, Rights, etc.	29
	 	SECTION 5.8.	Indemnification	30
	 	SECTION 5.9.	Charges of Depositary	31
	 	SECTION 5.10.	Retention of Depositary
    Documents	31
	 	SECTION 5.11.	Exclusivity	32



 






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	 	SECTION 5.12.	Information for Regulatory
    Compliance	32



 


	ARTICLE 6.	AMENDMENT AND TERMINATION	32






	 	SECTION 6.1.	Amendment	32
	 	SECTION 6.2.	Termination	33



 


	ARTICLE 7.	MISCELLANEOUS	34






	 	SECTION 7.1.	Counterparts; Signatures;
    Delivery	34
	 	SECTION 7.2.	No Third Party Beneficiaries	34
	 	SECTION 7.3.	Severability	34
	 	SECTION 7.4.	Owners and Holders as Parties;
    Binding Effect	34
	 	SECTION 7.5.	Notices	35
	 	SECTION 7.6.	Appointment of Agent for
    Service of Process; Submission to Jurisdiction; Jury Trial Waiver	36
	 	SECTION 7.7.	Waiver of Immunities	37
	 	SECTION 7.8.	Governing Law	37



 






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AMENDED AND RESTATED DEPOSIT AGREEMENT


 


AMENDED
AND RESTATED DEPOSIT AGREEMENT dated as of          ,
2022 among RENTOKIL INITIAL PLC, a public limited company incorporated under the laws of England and Wales (herein called the Company),
THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter
defined) from time to time of American Depositary Shares (as hereinafter defined) issued hereunder.


 


W I T N E S S E T H:


 


WHEREAS, the Company and the
Depositary entered into a deposit agreement dated as of August 22, 1994 for the purposes stated in that agreement and subsequently
amended and restated that agreement as of May 19, 1997, and as of November 5, 2001 to, among other things, change the definition
of the term “American Depositary Shares” (that deposit agreement, as so amended and restated, the “Prior Deposit Agreement”);
and


 


WHEREAS, the Company and the
Depositary now wish to amend and restate the Prior Deposit Agreement in the form of this Amended and Restated Deposit Agreement (i) to
reflect that the Company has become a reporting company under the Securities Exchange Act of 1934, as amended, and (ii) to amend
and update the Prior Deposit Agreement in various other respects; and


 


WHEREAS, the Company desires
to provide, as set forth in this Amended and Restated Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company
from time to time with the Depositary or with the Custodian (as hereinafter defined) under this Amended and Restated Deposit Agreement,
for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary
Receipts evidencing the American Depositary Shares; and


 


WHEREAS, the American Depositary
Receipts are to be substantially in the form of Exhibit A annexed to this Amended and Restated Deposit Agreement, with appropriate
insertions, modifications and omissions, as set forth in this Amended and Restated Deposit Agreement.


 






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NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated as follows:


 


ARTICLE 1.          DEFINITIONS


 


The following definitions shall
for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:


 


SECTION 1.1.          American
Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to and beneficial
ownership interests in the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated
securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities
Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares.


 


Each American Depositary Share
shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that, if there is a distribution
upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by Section 4.8 with respect to which
additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or 4.8, each American
Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit per American
Depositary Share after giving effect to that distribution, change or sale.


 


SECTION 1.2.          Commission.


 


The term “Commission”
shall mean the U.S. Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


SECTION 1.3.          Company.


 


The term “Company”
shall mean Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales, and its successors.


 


SECTION 1.4.          Custodian.


 


The term “Custodian”
shall mean The Bank of New York Mellon, acting through an office located in the United Kingdom, as custodian for the Depositary under
this Deposit Agreement, and any other firm or corporation the Depositary appoints under Section 5.5 as a substitute or additional
custodian under this Deposit Agreement, and shall also mean all of them collectively.


 


SECTION 1.5.          Deliver;
Surrender.


 


(a)          The
term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean, as applicable,
(i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under
applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer
of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper
instruments of transfer to, the person entitled to that delivery.


 






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(b)          The
term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration
of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares to
an account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares not
evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing to that
person of a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution and
delivery at the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those American Depositary
Shares registered in the name requested by that person.


 


(c)          The
term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of an
instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office
of one or more Receipts evidencing American Depositary Shares.


 


SECTION 1.6.          Deposit
Agreement.


 


The term “Deposit
Agreement” shall mean this Amended and Restated Deposit Agreement, as it may be amended from time to time in accordance with
the provisions of this Deposit Agreement.


 


SECTION 1.7.          Depositary;
Depositary’s Office.


 


The term “Depositary”
shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under this Deposit Agreement.
The term “Office”, when used with respect to the Depositary, shall mean the office at which its depositary receipts
business is administered, which, at the date of this Deposit Agreement, is located at 240 Greenwich Street, New York, New York 10286.


 


SECTION 1.8.          Deposited
Securities.


 


The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary Shares, and any
and all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities and at that
time held under this Deposit Agreement.


 






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SECTION 1.9.          Disseminate.


 


The term “Disseminate,”
when referring to a notice or other information to be sent by the Depositary to Owners, shall mean (i) sending that information
to Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure that has the effect of making
the information available to Owners, which may include (A) sending the information by electronic mail or electronic messaging or
(B) sending in paper form or by electronic mail or messaging a statement that the information is available and may be accessed by
the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information is so available
and is sent in paper form as promptly as practicable upon request.


 


SECTION 1.10.        Dollars.


 


The term “Dollars”
shall mean United States dollars.


 


SECTION 1.11.        DTC.


 


The term “DTC”
shall mean The Depository Trust Company or its successor.


 


SECTION 1.12.        Foreign
Registrar.


 


The term “Foreign
Registrar” shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company
for the transfer and registration of Shares, including, without limitation, any securities depository for the Shares.


 


SECTION 1.13.        Holder.


 


The term “Holder”
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for its own
account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.


 


SECTION 1.14.        Owner.


 


The term “Owner”
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that purpose.


 


SECTION 1.15.        Receipts.


 


The term “Receipts”
shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares, as
the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.


 






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SECTION 1.16.          Registrar.


 


The term “Registrar”
shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers of
American Depositary Shares as provided in this Deposit Agreement.


 


SECTION 1.17.          Replacement.


 


The term “Replacement”
shall have the meaning assigned to it in Section 4.8.


 


SECTION 1.18.          Restricted
Securities.


 


The term “Restricted
Securities” shall mean Shares that (i) are “restricted securities,” as defined in Rule 144 under the
Securities Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are beneficially
owned by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise would
require registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv) are
subject to other restrictions on sale or deposit under the laws of England and Wales, a shareholder agreement or the articles of association
or similar document of the Company.


 


SECTION 1.19.          Securities
Act of 1933.


 


The term “Securities
Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.


 


SECTION 1.20.          Shares.


 


The term “Shares”
shall mean ordinary shares of the Company that are validly issued and outstanding, fully paid and nonassessable and that were not issued
in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided, however,
that, if there shall occur any change in nominal or par value, a split-up or consolidation or any other reclassification or, upon the
occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company, the term “Shares”
shall thereafter also mean the successor securities resulting from such change in nominal or par value, split-up or consolidation or
such other reclassification or such exchange or conversion.


 






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SECTION 1.21.          SWIFT.


 


The term “SWIFT”
shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication, or its successor.


 


SECTION 1.22.          Termination
Option Event.


 


The term “Termination
Option Event” shall mean any of the following events or conditions:


 


(i)          the
Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or insolvency proceedings
against it, files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy
or insolvency, consents to the filing of any petition of that kind or to the appointment of a receiver, liquidator, assignee, trustee,
custodian or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit
of creditors, or if information becomes publicly available indicating, and the Company later admits publicly, that unsecured claims against
the Company are not expected to be paid;


 


(ii)         the
Shares are delisted, or the Company announces its intention to delist the Shares, from a stock exchange outside the United States, and
the Company has not applied to list the Shares on any other stock exchange outside the United States;


 


(iii)        the
American Depositary Shares are delisted from a stock exchange in the United States on which the American Depositary Shares were listed
and, 30 days after that delisting, the American Depositary Shares have not been listed on another stock exchange in the United States,
nor is there a symbol available for over-the-counter trading of the American Depositary Shares in the United States;


 


(iv)        the
Depositary has received notice of facts that indicate, or otherwise has reason to believe, that the American Depositary Shares have become,
or with the passage of time will become, ineligible for registration on Form F-6 under the Securities Act of 1933; or


 


(v)         an
event or condition that is defined as a Termination Option Event in Section 4.1, 4.2 or 4.8.


 






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ARTICLE 2.          FORM OF
RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES


 


SECTION 2.1.          Form of
Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive Receipts shall be
substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions, modifications and omissions,
as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly authorized officer
of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by
the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall maintain
books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that Receipt
and (y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer of American
Depositary Shares, shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of
the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, even if that person was not a proper officer
of the Depositary on the date of issuance of that Receipt.


 


The Receipts and statements
confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or modifications
not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or the Company to comply with any
applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which
any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of the underlying Deposited Securities
or otherwise.


 


American Depositary Shares
evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable
as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall
be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding any
notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining
the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for
all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit
Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary Shares).


 






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SECTION 2.2.            Deposit
of Shares.


 


Subject to the terms and conditions
of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof
to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the
Custodian.


 


As conditions of accepting
Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with
the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order
of, the person or persons stated in that order American Depositary Shares representing those deposited Shares, (iii) evidence satisfactory
to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary,
a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval
for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right
to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded
may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall
be satisfactory to the Depositary.


 


At the request and risk and
expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates for Shares
to be deposited in certificated form, together with the other instruments specified in this Section, for the purpose of forwarding those
Share certificates to the Custodian for deposit under this Deposit Agreement.


 


The Depositary shall instruct
each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under this Deposit
Agreement in certificated form, together with the other documents specified in this Section, that Custodian shall, as soon as transfer
and recordation can be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if applicable,
for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee.


 


Deposited Securities shall
be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the
Depositary shall determine. The Depositary shall, as soon as practicable, provide written notice to the Company if Deposited Securities
will be held other than by the Depositary or Custodian.


 


The Depositary will use reasonable
efforts to comply with written instructions of the Company to not accept for deposit under this Deposit Agreement any Shares identified
in such instructions at such time and under such circumstances as may reasonably be specified in such instructions in order to facilitate
the Company’s compliance with the securities laws in the United States.


 






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Neither the Depositary nor
the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.8), or otherwise permit
Shares to be withdrawn from the facility created hereby, except upon the surrender of American Depositary Shares or in connection with
a sale permitted under Section 3.2, 4.3, 4.11 or 6.2.


 


SECTION 2.3.            Delivery
of American Depositary Shares.


 


The Depositary shall instruct
each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the other documents or
evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the person or persons to whom or
upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of a deposit from a Custodian,
or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall deliver, without unreasonable delay, to or upon the order of the person or persons entitled
thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the
fees and expenses of the Depositary for the delivery of those American Depositary Shares as provided in Section 5.9, and of all
taxes and governmental charges and fees payable in connection with that deposit and the transfer of the deposited Shares. However,
the Depositary shall deliver only whole numbers of American Depositary Shares.


 


SECTION 2.4.            Registration
of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American
Depositary Shares.


 


The Depositary, subject to
the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, register a transfer of American Depositary Shares
on its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those
American Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of
transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary
shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject to
the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized
number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or
Receipts surrendered.


 






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The Depositary, upon surrender
of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel
the Receipt evidencing those certificated American Depositary Shares and send the Owner, without unreasonably delay, a statement confirming
that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9) from the Owner
of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel
those uncertificated American Depositary Shares and register and deliver, without unreasonable delay, to the Owner a Receipt evidencing
the same number of certificated American Depositary Shares.


 


The Depositary may appoint
one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations
and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent
may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American
Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require
each co-transfer agent that it appoints under this Section 2.4 to accept its appointment in writing and agree in writing to abide
by the applicable provisions of this Deposit Agreement. The Depositary shall notify the Company as promptly as practicable of any appointment
it makes under this paragraph.


 


SECTION 2.5.            Surrender
of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon surrender of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary
for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable
in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit
Agreement, the Company’s articles of association and any applicable laws and regulations, the Owner of those American Depositary
Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that
Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any money or
other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered
or paid on the scheduled payment date to the Owner as of that record date), and except that the Depositary shall not be required
to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction
of a Deposited Security. That delivery shall be made, as provided in this Section, without unreasonable delay.


 






    	 	-10-	 



     


    

 


As a condition of accepting
a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) to
the extent evidenced by a Receipt, that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of
transfer in blank and (ii) that the surrendering Owner execute and deliver 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 a person or persons designated in that
order.


 


Thereupon, the Depositary shall
direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement, the
Company’s articles of association, any applicable laws and regulations and local market rules and practices, to the surrendering
Owner or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount
of Deposited Securities represented by the surrendered American Depositary Shares. The Depositary may charge the surrendering Owner a
fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission.


 


If Deposited Securities are
delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s
office, except that, at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited
Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising,
and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities
represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another
address specified in the order received from the surrendering Owner.


 


SECTION 2.6.            Limitations
on Delivery, Registration of Transfer and Surrender of American Depositary Shares.


 


As a condition precedent to
the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal
of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter
of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt 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 as
provided in this Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit
Agreement, including, without limitation, this Section 2.6.


 






    	 	-11-	 



     


    

 


The Depositary may refuse to
accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular
instances, or may suspend deposits of Shares or registration of transfers of American Depositary Shares, whenever it or the Company considers
it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal
of Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding
anything to the contrary in this Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s
register or the register of holders of Shares maintained by the Company or the Foreign Registrar, 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 American Depositary Shares or to the withdrawal of the Deposited
Securities or (iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to
Form F-6 under the Securities Act of 1933 or any successor to that provision.


 


The Depositary shall not knowingly
accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 2.7.            Lost
Receipts, etc.


 


If a Receipt is mutilated,
destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated
form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt,
upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution for that destroyed, lost or stolen Receipt.
However, before the Depositary will deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt,
in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with the Depositary (i) a request for that
replacement before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity
bond and (b) satisfy any other reasonable requirements imposed by the Depositary.


 


SECTION 2.8.            Cancellation
and Destruction of Surrendered Receipts.


 


The Depositary shall cancel
all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.


 






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SECTION 2.9.            DTC,
Direct Registration System and Profile Modification System.


 


(a)         Notwithstanding
the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and
Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by
DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding
of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC
participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of
those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.


 


(b)         In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming
to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has
the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance
of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile. The parties agree that
the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise
in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.


 


ARTICLE 3.          CERTAIN
OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


SECTION 3.1.          Filing
Proofs, Certificates and Other Information.


 


Any person presenting Shares
for deposit or any Owner or Holder may be required from time to time to provide to the Depositary or the Custodian such proof of citizenship
or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign
Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem reasonably
necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution
of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other
information is provided or those certificates are executed or those representations and warranties are made. Upon written request and
at the expense of the Company (unless otherwise agreed in writing between the Company and the Depositary), the Depositary shall deliver
to the Company copies of the documents or instruments delivered to the Depositary pursuant to this Section 3.1, to the extent that
disclosure is permitted under applicable law.


 






    	 	-13-	 



     


    

 


SECTION 3.2.            Liability
of Owner for Taxes.


 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or
any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8
applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The
Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented
by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds
thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary
Shares, and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other
governmental charge but, even after a sale of that kind, the Owner shall remain liable for any deficiency. The Depositary shall
distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental charges to the Owners
entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary Share decreases
as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of the American Depositary Shares
to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the
extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that
sale to the Owners entitled to them.


 


SECTION 3.3.            Warranties
on Deposit of Shares.


 


Every person depositing Shares
under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable,
are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders
of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person
shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties
deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary Shares.


 


SECTION 3.4.            Disclosure
of Interests.


 


When required in order to comply
with applicable laws and regulations (including any rules and requirements of any stock exchange on which the American Depositary
Shares are listed for trading) or the articles of association or similar document of the Company, the Company may from time to time request each
Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary
Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American
Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for
that compliance.   Each Owner and Holder agrees to provide, to the extent reasonably practicable, all information known to
it in response to a request made pursuant to this Section.  Each Holder consents to the disclosure by the Depositary and the
Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to
a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder.  The Depositary
agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized
under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary
may charge the Company a fee and its expenses for complying with requests under this Section 3.4.


 






    	 	-14-	 



     


    

 


SECTION 3.5.            Reporting
Obligations and Regulatory Approvals.


 


Applicable laws and regulations
may require holders and beneficial owners of Shares, including the Holders and Owners, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Owners are solely responsible for determining and complying with such reporting requirements
and obtaining such approvals. Each Holder and each 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 nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf
of Holders or Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and
regulations.


 


ARTICLE 4.          THE
DEPOSITED SECURITIES


 


SECTION 4.1.          Cash
Distributions.


 


Whenever the Depositary receives
any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, if the dividend or distribution is not in
Dollars, subject to the provisions of Section 4.5, convert or cause to be converted such dividend or other distribution into Dollars
and shall, as promptly as practicable, distribute the amount thus received (net of the fees and expenses of the Depositary as provided
in Section 5.9) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited
Securities held by them respectively; provided, however, that if the Custodian or the Depositary shall be required to withhold
and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges, the
amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly.
However, the Depositary will not pay any Owner a fraction of one cent, but will round each Owner’s entitlement to the nearest
whole cent.


 


The Company or its agent will
remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.


 






    	 	-15-	 



     


    

 


If a cash distribution would
represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary
may:


 


(i)  require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that cash distribution; or


 


(ii)  sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts under this paragraph,
that action shall also be a Termination Option Event.


 


SECTION 4.2.            Distributions
Other Than Cash, Shares or Rights.


 


Subject to the provisions of
Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3
or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall cause
the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees
and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and
practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received);
provided, however, that if, after consultation with the Company to the extent practicable, in the opinion of the Depositary
such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited
to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that securities
received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such
distribution not to be lawful and feasible, the Depositary may adopt such other method as it may reasonably deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property
thus received, or any part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary
as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1.
The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances
from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public
or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient
to pay its fees and expenses in respect of that distribution.


 






    	 	-16-	 



     


    

 


If a distribution to be made
under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American
Depositary Shares, the Depositary may:


 


(i)  require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that distribution; or


 


(ii)  sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender of
all those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts under this paragraph,
that action shall also be a Termination Option Event.


 


SECTION 4.3.            Distributions
in Shares.


 


Whenever the Depositary receives
any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary may, and if the
Company so requests in writing, shall, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares
representing those Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the
amount of Shares received as that dividend or free distribution, subject to the terms and conditions of this Deposit Agreement with respect
to the deposit of Shares and issuance of American Depositary Shares, including the withholding of any tax or governmental charge as provided
in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary may
sell, by public or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient
to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, the Depositary
may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares)
and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1. If and to the extent
that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each American Depositary
Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.


 


If the Company declares a distribution
in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of
those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company,
make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a
condition of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company
that doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected.


 






    	 	-17-	 



     


    

 



 


SECTION 4.4.          Rights.


 


(a)          If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary shall, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company and the Company
and the Depositary enter into a separate agreement pursuant to the obligations described in paragraph (b) below, grant to all or
certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or
American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company and the Company and
the Depositary enter into a separate agreement pursuant to the obligations described in paragraph (c) below, deliver the rights to
or to the order of certain Owners, or (iii) sell the rights and distribute the net proceeds of that sale to Owners entitled to those
proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the Depositary shall
permit the rights to lapse unexercised.


 


(b)         If
the Company and the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting
forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary
specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon
the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased
securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under
this Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the
purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above
unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary
has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered
to the applicable Owners without registration under the Securities Act of 1933.


 


(c)          If
the Company and the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement
setting forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to
deliver the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights
can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable
law, the Depositary will deliver those rights as requested by that Owner.


 






    	 	-18-	 



     


    

 


(d)         If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights
that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.


 


(e)         Payment
or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary
and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under
this Section 4.4.


 


(f)          The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular, or to sell rights.


 


SECTION 4.5.          Conversion
of Foreign Currency.


 


Whenever the Depositary or the
Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property
or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or one of its
agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that
foreign currency into Dollars, and those Dollars shall be distributed, as promptly as practicable, to the Owners entitled thereto. 
A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange
restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into
Dollars incurred by the Depositary as provided in Section 5.9.


 


If a conversion of foreign currency
or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency thereof,
the Depositary may, but will not be required to, file an application for that approval or license.


 


If the Depositary determines
that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required for
such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary,
the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such foreign currency
uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.


 






    	 	-19-	 



     


    

 


If any conversion of foreign
currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion
make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and shall distribute
the balance of the foreign currency received by the Depositary to, or hold that balance uninvested and without liability for interest
thereon for the account of, the Owners entitled thereto.


 


The Depositary may convert currency
itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay Dollars to the Depositary. Where
the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal for its own account and not
as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads,
that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or
selling foreign currency for its own account.  The Depositary makes no representation that the exchange rate used or obtained by
it or its affiliate in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at
the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3.  The methodology used to determine exchange rates used in currency conversions made by the Depositary
is available upon request, including to any Owner. Where the Custodian converts currency, the Custodian has no obligation to obtain the
most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the
most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for
any direct or indirect losses associated with the rate.  In certain instances, the Depositary may receive dividends or other distributions
from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a
rate that was obtained or determined by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible
for, any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by
the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with
the rate.


 






    	 	-20-	 



     


    

 


SECTION 4.6.          Fixing
of Record Date.


 


Whenever a cash dividend, cash
distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with
respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4)
or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the Depositary receives notice
that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7,
or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise finds it necessary or convenient,
the Depositary shall fix a record date, which shall be the same as, or as near as practicable to, any corresponding record date set by
the Company with respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the benefit
of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting
rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record
date was set, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the
provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on a record date fixed
by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution
or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively,
to give voting instructions or to act in respect of the other matter for which that record date was fixed, or be responsible for that
fee or charge, as the case may be.


 


SECTION 4.7.          Voting
of Deposited Shares.


 


(a)         Whenever
the Company gives the Depositary notice pursuant to its obligations under Section 5.6 of a meeting of holders of Shares at which
holders of Shares will be entitled to vote, the Company shall include with that notice a request that the Depositary act under this Section 4.7(a).
As soon as practicable after receiving a notice and request of that kind, the Depositary shall Disseminate to the Owners a notice,
the form of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice
of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will
be entitled, subject to any applicable provision of laws of England and Wales and of the articles of association or similar documents
of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their
respective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given and (iv) the
last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).


 


(b)         Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or
cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set
forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other
than in accordance with instructions given by Owners and received by the Depositary.


 






    	 	-21-	 



     


    

 


(c)         There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in
time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)         In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting and details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares
in connection with the meeting not less than 40 days, or, in the case of any meeting that is not an Annual General Meeting, a number of
days agreed in writing between the Company and the Depositary that shall not be less than 20 days, before the meeting date.


 


SECTION 4.8.          Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.


 


(a)          The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made
to holders of Deposited Securities, except when instructed in writing to do so by an Owner surrendering American Depositary Shares and
subject to any conditions or procedures the Depositary may require.


 


(b)          If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those
securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling
for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary
Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds
shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those
American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption
to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and, for
the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the Redemption affects less than
all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares
and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption.
The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their
respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted
so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the
Deposited Securities shall be a Termination Option Event.


 






    	 	-22-	 



     


    

 


(c)         If
the Depositary is notified of or there occurs any change in nominal or par value or any split-up, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder
of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement
or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities
or other property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary, after consultation with the Company to the extent practicable, it is not lawful or not practical
for it to hold those new Deposited Securities under this Deposit Agreement because those new Deposited Securities may not be distributed
to Owners without registration under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and
on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A
Replacement shall be a Termination Option Event.


 


(d)         In
the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary, after
consultation with the Company to the extent practicable, may call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary
Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement, the Depositary may
call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares
and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that
exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 


(e)          If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or
the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender
of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be
a Termination Option Event.


 


SECTION 4.9.          Reports.


 


The Depositary shall make available
for inspection by Owners at its Office any reports, notices and other communications, including any proxy solicitation material, received
from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications, including
any proxy soliciting material to which this Section applies, to the Depositary in English, to the extent those materials are required
to be translated into English pursuant to any regulations of the Commission.


 






    	 	-23-	 



     


    

 


SECTION 4.10.        Lists
of Owners.


 


As promptly as practicable upon
written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the
names, addresses and American Depositary Share holdings of all Owners.


 


SECTION 4.11.       Withholding.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any applicable
tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all
or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary
reasonably deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of that
sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares
held by them respectively.


 


Services for Owners and Holders
that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated
with using services of that kind, are not provided under, and are outside the scope of, this Deposit Agreement.


 


Each Owner and Holder agrees
to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and hold
each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it.


 


ARTICLE 5.       THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION 5.1.          Maintenance
of Office and Register by the Depositary.


 


Until termination of this Deposit
Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration of transfers and surrender
of American Depositary Shares in accordance with the provisions of this Deposit Agreement.


 






    	 	-24-	 



     


    

 


The Depositary shall keep a
register of all Owners and all outstanding American Depositary Shares and transfers of American Depositary Shares, which shall be open
for inspection by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating
with Owners regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.


 


The Depositary may close the
register for delivery, registration of transfer or surrender of American Depositary Shares for the purpose of withdrawal from time to
time as provided in Section 2.6.


 


If any American Depositary Shares
are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for
registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.


 


SECTION 5.2.         Prevention
or Delay of Performance by the Company or the Depositary.


 


Neither the Depositary nor the
Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:


 


(i) if by reason of (A) any
provision of any present or future law or regulation or other act of the government of the United Kingdom, the United States, any State
of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in
the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company,
or any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event
or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the
case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms,
fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; interruptions or malfunctions
of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or
websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company
is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account
of doing or performing and therefore does not do or perform, any act or thing that, by the terms of this Deposit Agreement or the Deposited
Securities, it is provided shall be done or performed;


 


(ii) for any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary to take,
or not take, any action that this Deposit Agreement provides the Depositary may take);


 






    	 	-25-	 



     


    

 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special, consequential
or punitive damages for any breach of the terms of this Deposit Agreement.


 


Where, by the terms of a distribution
to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other reason, that distribution
or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on behalf of Owners
and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering available to Owners, and
shall allow any rights, if applicable, to lapse.


 


SECTION 5.3.      Obligations
of the Depositary and the Company.


 


The Company assumes no obligation
nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform
its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.


 


The Depositary assumes no obligation
nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability
with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically
set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary
duty to Owners or Holders.


 


Neither the Depositary nor the
Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Each of the Depositary and the
Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


 


Neither the Depositary nor the
Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Holder or any other person believed by it in good faith to be competent to give
such advice or information.


 






    	 	-26-	 



     


    

 


The Depositary shall not be
liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted
as Depositary.


 


The Depositary shall not be
liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out
of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.


 


In the absence of bad faith
on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any vote of the Deposited Securities is cast or the effect of any such vote.


 


The Depositary shall have no
duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences
that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. Neither the Company nor the Depositary
shall be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding
or refund of amounts withheld in respect of tax or any other tax benefit.


 


SECTION 5.4.      Resignation
and Removal of the Depositary.


 


The Depositary may at any time
resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment
of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor
depositary is not appointed is provided for in Section 6.2.


 


The Depositary may at any time
be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th
day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment
as provided in this Section.


 


If the Depositary resigns or
is removed, the Company shall use its reasonable 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 execute and deliver to the Company
an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that
a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the
Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary
Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified
in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties
of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be
discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to
the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming
the duties of Depositary.


 






    	 	-27-	 



     


    

 


Any corporation or other entity
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. The Depositary agrees to give written notice of any such merger or consolidation to the Company.


 


SECTION 5.5.      The
Custodians.


 


The Custodian shall be subject
at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary in its discretion
may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under
this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the effectiveness of that resignation
there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly as practicable after receiving that
notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian under this Deposit Agreement. The
Depositary shall notify the Company of any change in custodian as promptly as practicable. The Depositary shall require any Custodian
that resigns or is removed to deliver all Deposited Securities held by it to another Custodian.


 


SECTION 5.6.      Notices
and Reports.


 


If the Company takes or decides
to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4, or 4.6 to 4.8, or that effects or will effect a change
of the name or legal structure of the Company, or that effects or will effect a change to the Shares, the Company shall notify the Depositary
and the Custodian of that action or decision as soon as it is lawful and practical to give that notice.  The notice shall be in English
and shall include all details that the Company is required to include in any notice to any governmental or regulatory authority or securities
exchange or is required to make available generally to holders of Shares by publication or otherwise.


 


The Company will arrange for
the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission, and the
prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications which are
made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will Disseminate,
at the Company’s expense, those notices, reports and communications to all Owners or otherwise make them available to Owners in
a manner that the Company specifies as substantially equivalent to the manner in which those communications are made available to holders
of Shares and compliant with the requirements of any securities exchange on which the American Depositary Shares are listed. The Company
will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from
time to time, in order for the Depositary to effect that Dissemination.


 






    	 	-28-	 



     


    

 


The Company represents, as of
the date of this Deposit Agreement and continuously thereafter until its termination, that the statements in Article 11 of the form
of Receipt appearing as Exhibit A to this Deposit Agreement or, if applicable, most recently filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933 with respect to the Company’s obligation to file periodic reports under the
United States Securities Exchange Act of 1934, as amended, or its qualification for exemption from registration under that Act pursuant
to Rule 12g3-2(b) under that Act, as the case may be, are true and correct. The Company agrees to promptly notify the Depositary
upon becoming aware of any change in the truth of any of those statements or if there is any change in the Company’s status regarding
those reporting obligations or that qualification.


 


SECTION 5.7.      Distribution
of Additional Shares, Rights, etc.


 


If the Company or any affiliate
of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares,
(3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts
and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence reasonably
satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from
U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does not require, or, if
made in the United States, would not require, registration under the Securities Act of 1933. However, the Company shall not be
required to notify the Depositary when the Company makes a Distribution if the Distribution is part of a standing compensation plan of
the Company and the Company has previously notified the Depositary of the existence and terms of that plan.


 


Nothing in this Section 5.7
or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect
to a Distribution or to endeavor to have such a registration statement declared effective.


 


The Company agrees with the
Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time
deposit any Shares that, at the time of deposit, are Restricted Securities.


 






    	 	-29-	 



     


    

 


SECTION 5.8.      Indemnification.


 


The Company agrees to indemnify
the Depositary, its directors, employees, agents and affiliates and each Custodian against, and hold each of them harmless from, any liability
or documented expense (including, but not limited to any documented fees and expenses incurred in seeking, enforcing or collecting such
indemnity and the reasonable and documented fees and expenses of counsel) that may arise out of or in connection with (a) any registration
with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in accordance with this Deposit
Agreement or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement, as the same
may be amended, modified or supplemented from time to time and the American Depositary Shares, (i) by either the Depositary or a
Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of any of them, and except to the extent that any such liability or expense arises out of information relating
to the Depositary or the Custodian, furnished in writing to the Company by the Depositary expressly for use in any registration statement,
proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the
Shares, or omissions from such information (it being understood and agreed that, as of the date of this Deposit Agreement, the Depositary
has not furnished any information of that kind) or (ii) by the Company or any of its directors, employees, agents and affiliates.


 


The Depositary agrees to indemnify
the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not
limited to, the reasonable fees and expenses of counsel) that may arise out of acts performed or omitted by the Depositary or any Custodian
or their respective directors, employees, agents and affiliates due to their negligence or bad faith.


 


Any person seeking indemnification
hereunder (an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying
Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement
and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall
be reasonable under the circumstances. No Indemnified Person shall compromise or settle any such action or claim without the consent in
writing of the Indemnifying Person (which shall not be unreasonably withheld).


 






    	 	-30-	 



     


    

 


SECTION 5.9.      Charges
of Depositary.


 


The following charges shall
be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American
Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company
or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant
to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may
from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar
and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly
provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant
to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American
Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5
or 6.2, (6) a fee of $0.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to
this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7) a fee for the distribution
of securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will not exercise or sell those
rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares
referred to above which would have been charged as a result of the deposit of such securities under this Deposit Agreement (for purposes
of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to
Owners, (8) in addition to any fee charged under item 6 above, a fee of $0.05 or less per American Depositary Share (or portion thereof)
per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary
or the Custodian, any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s
agents, in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of
the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary
by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).


 


The Depositary may collect any
of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners that
are obligated to pay those fees.


 


In performing its duties under
this Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by
or affiliated with the Depositary and that may earn or share fees, spreads or commissions.


 


The Depositary may own and deal
in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


SECTION 5.10.        Retention
of Depositary Documents.


 


The Depositary is authorized
to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by
the laws or regulations governing the Depositary unless the Company requests that such papers be retained for a longer period or turned
over to the Company or to a successor depositary.


 






    	 	-31-	 



     


    

 


SECTION 5.11.        Exclusivity.


 


Without prejudice to the Company’s
rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts
or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.


 


SECTION 5.12.        Information
for Regulatory Compliance.


 


Each of the Company and the
Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably
requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.


 


ARTICLE 6.        AMENDMENT
AND TERMINATION


 


SECTION 6.1.          Amendment.


 


The form of the Receipts and
any provisions of this Deposit Agreement may at any time and from time to time be amended by written agreement between the Company and
the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any amendment that would
impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or
facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right
of Owners (including, without limitation, any economic, voting or other material right), shall, however, not become effective as to outstanding
American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding
American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to
hold American Depositary Shares or any interest therein, to consent and agree to that amendment and to be bound by this Deposit Agreement
as amended thereby. Upon the effectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented
by each American Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form
or call for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of
the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order
to comply with mandatory provisions of applicable law.


 






    	 	-32-	 



     


    

 


SECTION 6.2.          Termination.


 


(a)         The
Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of this
Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 or (ii) a Termination
Option Event has occurred. If termination of this Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination
to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination Date”),
which shall be at least 90 days after the date of that notice, and this Deposit Agreement shall terminate on that Termination Date.


 


(b)          After
the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to
the Depositary under Sections 5.8 and 5.9.


 


(c)          At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general
creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged
from all obligations under this Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting,
in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of
such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental
charges) and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph (d) below.


 


(d)         After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that
have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited Securities (or
sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance
with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date,
the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary
may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been
sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere
with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale
of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of
transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this Section.


 






    	 	-33-	 



     


    

 


ARTICLE 7.        MISCELLANEOUS


 


SECTION 7.1.          Counterparts;
Signatures; Delivery.


 


This Deposit Agreement may be
executed in any number of counterparts, each of which shall be deemed an original and all of those counterparts shall constitute one and
the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection
by any Owner or Holder during regular business hours.


 


The exchange of copies of this
Deposit Agreement and manually-signed signature pages by facsimile, or email attaching a pdf or similar bit-mapped image, shall constitute
effective execution and delivery of this Deposit Agreement as to the parties to it; copies and signature pages so exchanged may be
used in lieu of the original Deposit Agreement and signature pages for all purposes and shall have the same validity, legal effect
and admissibility in evidence as an original manual signature; the parties to this Deposit Agreement hereby agree not to argue to the
contrary.


 


SECTION 7.2.         No
Third Party Beneficiaries.


 


This Deposit Agreement is for
the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors and shall not be deemed
to give any legal or equitable right, remedy or claim whatsoever to any other person.


 


SECTION 7.3.          Severability.


 


In case any one or more of the
provisions contained in this Deposit Agreement or in a Receipt should be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained in this Deposit Agreement or that Receipt shall in no way
be affected, prejudiced or disturbed thereby.


 


SECTION 7.4.          Owners
and Holders as Parties; Binding Effect.


 


The Owners and Holders from
time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit Agreement
and of the Receipts by acceptance of American Depositary Shares or any interest therein.


 






    	 	-34-	 



     


    

 


SECTION 7.5.         Notices.


 


Any and all notices to be given
to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by domestic first class
or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a signed
writing, addressed to Rentokil Initial plc, Compass House, Manor Royal, Crawley, West Sussex RH109PY, England, Attention: Company Secretary,
or any other place to which the Company may have transferred its principal office with notice to the Depositary.


 


Any and all notices to be given
to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered or sent by first
class domestic or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped
image of a signed writing, addressed to The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, Attention:
Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Office with notice to the Company.


 


Delivery of a notice to the
Company or Depositary by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office letter box or
received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission or email shall be
deemed effected when the recipient acknowledges receipt of that notice.


 


A notice to be given to an Owner
shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective when personally
delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner at the address of that Owner
as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner has filed with the Depositary
a written request that notices intended for that Owner be mailed to some other address, at the address designated in that request. Dissemination
in electronic form will be effective when sent in the manner consented to by the Owner to the electronic address most recently provided
by the Owner for that purpose.


 






    	 	-35-	 



     


    

 


SECTION 7.6.          Appointment
of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.


 


The Company hereby (i) designates
and appoints the person named in Exhibit A to this Deposit Agreement as the Company’s authorized agent in the United States
upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”), (ii) consents and submits to the jurisdiction
of any state or federal court in the State of New York in which any Proceeding may be instituted and (iii) agrees that service of
process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceeding. The
Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by the agent
named in Exhibit A to this Deposit Agreement of its appointment as process agent. The Company further agrees to take any and all
action, including the filing of any and all such documents and instruments, as may be necessary to continue that designation and appointment
in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required
above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary
Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation
and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process
upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt
requested, directed to the Company at its address last specified for notices under this Deposit Agreement, and service so made shall be
deemed completed five (5) days after the same shall have been so mailed.


 


EACH PARTY TO THIS DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS
DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON
U.S. FEDERAL SECURITIES LAWS.


 


No disclaimer of liability under
the United States federal securities laws or the rules and regulations thereunder is intended by any provision of this Deposit Agreement,
inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those laws, rules and
regulations.


 






    	 	-36-	 



     


    

 


SECTION 7.7.         Waiver
of Immunities.


 


To the extent that the Company
or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any duty of performance under this Deposit Agreement, claim, legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or
other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity of that kind and
consents to relief and enforcement as provided above.


 


SECTION 7.8.         Governing
Law.


 


This Deposit Agreement and the
Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof and thereof shall be governed
by the laws of the State of New York, without regard to conflicts of laws principles thereof, except with respect to its authorization
and execution by the Company, which shall be governed by the laws of England and Wales. Notwithstanding anything contained in this Deposit
Agreement or any Receipt, the rights of holders of Shares and of any other Deposited Securities, as applicable, as such, and the obligations
and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of
England and Wales.


 






    	 	-37-	 



     


    

 


IN WITNESS WHEREOF, RENTOKIL
INITIAL PLC and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and
all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.


 


	 	RENTOKIL INITIAL PLC
	 	 
	 	By:	            
	 	Name:
	 	Title:
	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Depositary
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






    	 	-38-	 



     


    

 


EXHIBIT A


 


	 	AMERICAN DEPOSITARY SHARES
	 	(Each American Depositary Share represents
	 	five deposited Shares)




 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES OF


RENTOKIL INITIAL PLC


(INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)


 


The Bank of New York Mellon,
as depositary (hereinafter called the “Depositary”), hereby certifies that_________________________________________, or registered
assigns IS THE OWNER OF _____________________________


 


AMERICAN DEPOSITARY SHARES


 


representing deposited ordinary shares (herein
called “Shares”) of Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales (herein
called the “Company”). At the date hereof, each American Depositary Share represents five Shares deposited or subject
to deposit under the Deposit Agreement (as such term is hereinafter defined) with a custodian for the Depositary (herein called the “Custodian”)
that, as of the date of the Deposit Agreement, was The Bank of New York Mellon, acting through an office located in the United Kingdom.
The Depositary’s Office and its principal executive office are located at 240 Greenwich Street, New York, N.Y. 10286.


 


THE DEPOSITARY’S OFFICE ADDRESS IS


240 GREENWICH STREET, NEW YORK, N.Y. 10286


 






    	 	A-1	 



     


    

 






 


	1.	THE DEPOSIT AGREEMENT.



 


This American Depositary Receipt
is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth
in the Amended and Restated Deposit Agreement dated as of __________, 2022 (the “Deposit Agreement”) among the Company,
the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting
American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement
sets forth the rights of Owners and Holders 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 those Shares and held thereunder (those Shares,
securities, property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file
at the Depositary’s Office in New York City and at the office of the Custodian.


 


The statements made on the
face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the
detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and
not defined herein shall have the meanings set forth in the Deposit Agreement.


 


	2.	SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF DEPOSITED SECURITIES.



 


Upon surrender of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary
for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment of all taxes and
governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and
conditions of the Deposit Agreement, the Company’s articles of association and any applicable laws and regulations, the Owner of
those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to
or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but
not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of
that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except that the Depositary
shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery
of a fraction of a Deposited Security. That delivery shall be made, as provided in the Deposit Agreement, without unreasonable delay.


 


As a condition of accepting
a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) to
the extent evidenced by a Receipt, that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of
transfer in blank and (ii) that the surrendering Owner execute and deliver 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 a person or persons designated in that
order.


 






    A-2


     


    




 


Thereupon, the Depositary
shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2 of the Deposit Agreement, the other terms and conditions of
the Deposit Agreement, the Company’s articles of association, any applicable laws and regulations and local market rules and
practices, to the surrendering Owner or upon the written order of the person or persons designated in the order delivered to the Depositary
as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, and the Depositary may
charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission.


 


If Deposited Securities are
delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s
office, except that, at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited
Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising,
and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented
by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified
in the order received from the surrendering Owner.


 


	3.	REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE
OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.



 


The Depositary, subject to
the terms and conditions of the Deposit Agreement, shall, without unreasonable delay, register a transfer of American Depositary Shares
on its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those
American Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer
or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of that Agreement), and, in either case,
duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer,
the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject to
the terms and conditions of the Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized
number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 






    A-3


     


    

 


The Depositary, upon surrender
of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the
Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner
of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from the Owner
of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those
uncertificated American Depositary Shares and register and deliver, without unreasonable delay, to the Owner a Receipt evidencing the
same number of certificated American Depositary Shares.











 


As a condition precedent to
the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal
of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter
of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt 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 as provided
in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement,
including, without limitation, Section 2.6 of that Agreement.


 


The Depositary may refuse
to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular
instances, or may suspend deposits of Shares or registration of transfers of American Depositary Shares, whenever it or the Company considers
it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of
Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding
anything to the contrary in the Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s
register or the register of holders of Shares maintained by the Company or the Foreign Registrar, 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 American Depositary Shares or to the withdrawal of the Deposited
Securities or (iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6
under the Securities Act of 1933 or any successor to that provision.


 


The Depositary shall not knowingly
accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 






    A-4


     


    

 


Neither the Depositary nor
the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.8 of the Deposit Agreement),
or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender of American Depositary Shares or
in connection with a sale permitted under Section 3.2, 4.3, 4.11 or 6.2 of that Agreement.














 


	4.	LIABILITY OF OWNER FOR TAXES.



 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or
any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 of
the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares
to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited
Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions
or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American
Depositary Shares, and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax
or other governmental charge but, even after a sale of that kind, the Owner shall remain liable for any deficiency. The Depositary shall
distribute any net proceeds of a sale made under Section 3.2 of the Deposit Agreement that are not used to pay taxes or governmental
charges to the Owners entitled to them in accordance with Section 4.1 of the Deposit Agreement. If the number of Shares represented
by each American Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit Agreement,
the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American
Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary
Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 


	5.	WARRANTIES ON DEPOSIT OF SHARES.



 


Every person depositing Shares
under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable,
are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of
outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall
also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties
deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery of American Depositary Shares.


 






    A-5


     


    

 


	6.	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 


Any person presenting Shares
for deposit or any Owner or Holder may be required from time to time to provide to the Depositary or the Custodian such proof of citizenship
or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar,
if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem reasonably necessary
or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of
any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information
is provided or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for
deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions
of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or
persons stated in that order, American Depositary Shares representing those deposited Shares, (iii) evidence satisfactory to the
Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary,
a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval
for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to
subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may
thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.











 


	7.	CHARGES OF DEPOSITARY.



 


The following charges shall
be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American
Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company
or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant
to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of
the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees
and expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement
and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $0.05
or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including,
but not limited to Sections 4.1 through 4.4 and Section 4.8 of the Deposit Agreement, (7) a fee for the distribution of securities
pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the Depositary
will not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery
of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under the
Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed
by the Depositary to Owners, (8) in addition to any fee charged under item 6 above, a fee of $0.05 or less per American Depositary
Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other
charges payable by the Depositary or the Custodian, any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s
or Custodian’s agents, in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be
payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more
cash dividends or other cash distributions).


 






    A-6


     


    







 


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners
that are obligated to pay those fees.


 


The Depositary may own and
deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


From time to time, the Depositary
may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment and maintenance
of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share revenue from the fees
collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers, foreign
currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads
or commissions.


 


	8.	DISCLOSURE OF INTERESTS; REPORTING OBLIGATIONS; REGULATORY APPROVALS.



 


When required in order to
comply with applicable laws and regulations (including any rules and requirements of any stock exchange on which the American Depositary
Shares are listed for trading) or the articles of association or similar document of the Company, the Company may from time to time request each
Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary
Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American
Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for
that compliance.  Each Owner and Holder agrees to provide, to the extent reasonably practicable, all information known to it
in response to a request made pursuant to Section 3.4 of the Deposit Agreement.  Each Holder consents to the disclosure
by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all
information responsive to a request made pursuant to that Section relating to that Holder that is known to that Owner or other
Holder.











 






    A-7


     


    

 


Applicable laws and regulations
may require holders and beneficial owners of Shares, including the Holders and Owners, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Owners are solely responsible for determining and complying with such reporting requirements
and obtaining such approvals. Each Holder and each 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 nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf
of Holders or Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and
regulations.








 


	9.	TITLE TO AMERICAN DEPOSITARY SHARES.



 


It is a condition of the American
Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or holding the same, consents and
agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments
of transfer, shall be transferable as certificated registered securities under the laws of the State of New York, and that American Depositary
Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York.
The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof
for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in
the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to
any liability under the Deposit Agreement to any Holder of American Depositary Shares, but only to the Owner.


 


	10.	VALIDITY OF RECEIPT.



 


This Receipt shall not be
entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been (i) executed
by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature
of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary
or the Registrar or a co-registrar.


 






    A-8


     


    







 


	11.	REPORTS; INSPECTION OF TRANSFER BOOKS.



 


The Company is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the U.S. Securities
and Exchange Commission. Those reports will be available for inspection and copying through the Commission’s EDGAR system or at
public reference facilities maintained by the Commission in Washington, D.C.








 


The Depositary shall make
available for inspection by Owners at its Office any reports notices and other communications, including any proxy solicitation material,
received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of those Deposited Securities by the Company. If requested in writing by the Company, the Depositary
shall also Disseminate to the Owners copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit
Agreement. The Company shall furnish reports and communications, including any proxy soliciting material to which Section 4.9 of
the Deposit Agreement applies, to the Depositary in English, to the extent such materials are required to be translated into English pursuant
to any regulations of the Commission.


 


The Depositary shall keep
a register of all Owners and all outstanding American Depositary Shares and transfers of American Depositary Shares, which shall be open
for inspection by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating
with Owners regarding the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.


 


	12.	DIVIDENDS AND DISTRIBUTIONS.



 


Whenever the Depositary receives
any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, if the dividend or distribution is not in
Dollars, subject to the provisions of Section 4.5 of the Deposit Agreement, convert or cause to be converted such dividend or other
distribution into Dollars and shall, as promptly as practicable, distribute the amount thus received (net of the fees and expenses of
the Depositary as provided in Section 5.9 of the Deposit Agreement) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing those Deposited Securities held by them respectively; provided, however, that if
the Custodian or the Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution an
amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing
those Deposited Securities shall be reduced accordingly. However, the Depositary will not pay any Owner a fraction of one cent, but will
round each Owner’s entitlement to the nearest whole cent.


 


The Company or its agent will
remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.








 






    A-9


     


    

 


If a cash distribution would
represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary
may:


 


(i)  require payment of
or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares)
as a condition of making that cash distribution; or





 


(ii)  sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


Subject to the provisions
of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described
in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion or in lieu
of Deposited Securities), the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in proportion
to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary
may reasonably deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing
the securities received); provided, however, that if, after consultation with the Company to the extent practicable, in
the opinion of the Depositary, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other
reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other
governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners
or Holders) the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as it may
reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such sale (net
of the fees and expenses of the Depositary as provided Section 5.9 of the Deposit Agreement) to the Owners entitled thereto all in
the manner and subject to the conditions set forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution
of securities under Section 4.2 of the Deposit Agreement if it has not received satisfactory assurances from the Company that the
distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount
of securities or other property it would otherwise distribute under Section 4.2 of the Deposit Agreement that is sufficient to pay
its fees and expenses in respect of that distribution.


 






    A-10


     


    

 


If a distribution to be made
under Section 4.2 of the Deposit Agreement would represent a return of all or substantially all the value of the Deposited Securities
underlying American Depositary Shares, the Depositary may:








 


(i)  require payment of
or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares)
as a condition of making that distribution; or


 


(ii)  sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender of all
those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


Whenever the Depositary receives
any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary may, and, if the
Company so requests in writing, shall, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares
representing those Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the
amount of Shares received as that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect
to the deposit of Shares and issuance of American Depositary Shares, including the withholding of any tax or governmental charge as provided
in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9
of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of Shares received (or American Depositary
Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional
American Depositary Shares, the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American
Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described
in Section 4.1 of the Deposit Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares
or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed
on the Deposited Securities represented thereby.


 


If the Company declares a
distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination
of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company,
make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition
of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that
doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected.


 






    A-11


     


    

 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all or
a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems
necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of that sale, after deduction
of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.








 


Each Owner and Holder agrees
to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and hold
each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it. Services for Owners and Holders
that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated
with using services of that kind, are not provided under, and are outside the scope of, the Deposit Agreement.


 


	13.	RIGHTS.



 


(a)            If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary shall, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company and the Company
and the Depositary enter into a separate agreement pursuant to the obligations described in paragraph (b) below, grant to all or
certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or
American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company and the Company
and the Depositary enter into a separate agreement pursuant to the obligations described in paragraph (c) below, deliver the rights
to or to the order of certain or (iii) sell the rights and distribute the net proceeds of that sale to Owners entitled to those
proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the Depositary shall
permit the rights to lapse unexercised.


 


(b)            If
the Company and the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting
forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary
specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon
the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased
securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under
the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the
purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above
unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary
has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered
to the applicable Owners without registration under the Securities Act of 1933.





 






    A-12


     


    

 


(c)            If
the Company and the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement
setting forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to
deliver the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights
can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable
law, the Depositary will deliver those rights as requested by that Owner.


 


(d)            If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights
that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.


 


(e)            Payment
or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the expenses
of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment
of cash proceeds under Section 4.4 of the Deposit Agreement.


 


(f)            The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular , or to sell rights.


 


	14.	CONVERSION OF FOREIGN CURRENCY.



 


Whenever the Depositary or
the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property
or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or one of its
agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that
foreign currency into Dollars, and those Dollars shall be distributed, as promptly as practicable, to the Owners entitled thereto. 
A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange
restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into
Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.


 






    A-13


     


    




 


If a conversion of foreign
currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency
thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 


If the Depositary determines
that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required for
such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary,
the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such foreign currency
uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.


 


If any conversion of foreign
currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion
make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and shall distribute
the balance of the foreign currency received by the Depositary to, or hold that balance uninvested and without liability for interest
thereon for the account of, the Owners entitled thereto.


 


The Depositary may convert
currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay Dollars to the Depositary.
Where the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal for its own account and
not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange
rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when
buying or selling foreign currency for its own account.  The Depositary makes no representation that the exchange rate used or obtained
by it or its affiliate in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at
the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3 of that Agreement.  The methodology used to determine exchange rates used in currency conversions
made by the Depositary is available upon request, including to any Owner. Where the Custodian converts currency, the Custodian has no
obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be
determined will be the most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and
will not be liable for any direct or indirect losses associated with the rate.  In certain instances, the Depositary may receive
dividends or other distributions from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation
from foreign currency at a rate that was obtained or determined by or on behalf of the Company and, in such cases, the Depositary will
not engage in, or be responsible for, any foreign currency transactions and neither it nor the Company makes any representation that the
rate obtained or determined by the Company is the most favorable rate and neither it nor the Company will be liable for any direct or
indirect losses associated with the rate.


 






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	15.	RECORD DATES.



 


Whenever a cash dividend,
cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued
with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4
of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the
Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary
to send a notice under Section 4.7 of the Deposit Agreement, or whenever the Depositary will assess a fee or charge against the Owners,
or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever
the Depositary otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near
as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners
(i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled
to give instructions for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge or
(iv) for any other purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent
the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and
conditions of the Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable
by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion
to the number of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter
for which that record date was fixed, or be responsible for that fee or charge, as the case may be.


 


	16.	VOTING OF DEPOSITED SHARES.



 


(a)            Whenever
the Company gives the Depositary notice pursuant to its obligations under Section 5.6 of the Deposit Agreement of a meeting of holders
of Shares at which holders of Shares will be entitled to vote, the Company shall include with that notice a request that the Depositary
act under Section 4.7(a) of the Deposit Agreement. As soon as practicable after receiving a notice and request of that kind,
the Depositary shall Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that
shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners
as of the close of business on a specified record date will be entitled, subject to any applicable provision of laws of England and Wales
and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement as to the manner
in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the “Instruction
Cutoff Date”).


 






    A-15


     


    







 


(b)            Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or
cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set
forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other
than in accordance with instructions given by Owners and received by the Depositary.


 


(c)            There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in
time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)            In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice
of the meeting and details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in
connection with the meeting not less than 40 days, or, in the case of any meeting that is not an Annual General Meeting, a number of days
agreed in writing between the Company and the Depositary that shall not be less than 20 days, before the meeting date.


 


		17.	TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.



 


(a)            The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made
to holders of Deposited Securities, except when instructed in writing to do so by an Owner surrendering American Depositary Shares and
subject to any conditions or procedures the Depositary may require.


 





(b)            If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those
securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling
for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary
Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds
shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those
American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received
upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5
of that Agreement (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1 of that
Agreement). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding
portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a
right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the
preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption,
except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner.
A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.


 






    A-16


     


    




 


(c)            If
the Depositary is notified of or there occurs any change in nominal or par value or any split-up, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder
of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement
or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit Agreement, the new securities
or other property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary, after consultation with the Company to the extent practicable, it is not lawful or not practical
for it to hold those new Deposited Securities under the Deposit Agreement because those new Deposited Securities may not be distributed
to Owners without registration under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and
on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A
Replacement shall be a Termination Option Event.


 


(d)            In
the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement, the Depositary, after
consultation with the Company to the extent practicable, may call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary
Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement, the Depositary may
call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares
and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that
exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 






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(e)            If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or
the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender
of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be
a Termination Option Event.


 


	18.	LIABILITY OF THE COMPANY AND DEPOSITARY.



 


Neither the Depositary nor
the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:


 


(i) if by reason of (A) any
provision of any present or future law or regulation or other act of the government of the United Kingdom, the United States, any State
of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in
the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company,
or any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event
or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the
case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms,
fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; interruptions or malfunctions
of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or
websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company
is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account
of doing or performing and therefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the Deposited
Securities, it is provided shall be done or performed;


 


(ii) for any exercise
of, or failure to exercise, any discretion provided for in the Deposit Agreement (including any determination by the Depositary to take,
or not take, any action that the Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or


 






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(iv) for any special,
consequential or punitive damages for any breach of the terms of the Deposit Agreement.





 


Where, by the terms of a distribution
to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, or an offering to which Section 4.4 of that Agreement applies,
or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that
distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution
or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 


The Company assumes no obligation
nor shall it be subject to any liability under the Deposit Agreement to any Owner or Holder, except that the Company agrees to perform
its obligations specifically set forth in the Deposit Agreement without negligence or bad faith.


 


The Depositary assumes no obligation
nor shall it be subject to any liability under the Deposit Agreement to any Owner or Holder (including, without limitation, liability
with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically
set forth in the Deposit Agreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary
duty to Owners or Holders.


 


Neither the Depositary nor the
Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Each of the Depositary and the
Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


 


Neither the Depositary nor the
Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Holder or any other person believed by it in good faith to be competent to give
such advice or information.


 


The Depositary shall not be
liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted
as Depositary.


 






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The Depositary shall not be
liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out
of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.








 


In the absence of bad faith
on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any vote of the Deposited Securities is cast or the effect of any such vote.


 


The Depositary shall have
no duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences
that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. Neither the Company nor the Depositary
shall be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding
or refund of amounts withheld in respect of tax or any other tax benefit.


 


	19.	RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.



 


The Depositary may at any
time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective
upon the appointment of a successor depositary and its acceptance of that appointment as provided in the Deposit Agreement. The effect
of resignation if a successor depositary is not appointed is provided for in Section 6.2 of the Deposit Agreement.


 


The Depositary may at any
time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the
90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of
its appointment as provided in the Deposit Agreement.


 


If the Depositary resigns
or is removed, the Company shall use its reasonable 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.


 


	20.	AMENDMENT.



 


The form of the Receipts and
any provisions of the Deposit Agreement may at any time and from time to time be amended by written agreement between the Company and
the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any amendment that would
impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or
facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right
of Owners (including, without limitation, any economic, voting or other material right), shall, however, not become effective as to outstanding
American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding
American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to
hold American Depositary Shares or any interest therein, to consent and agree to that amendment and to be bound by the Deposit Agreement
as amended thereby. Upon the effectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented
by each American Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form
or call for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of
the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order
to comply with mandatory provisions of applicable law.


 






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	21.	TERMINATION OF DEPOSIT AGREEMENT.



 


(a)            The
Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of the
Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of that Agreement
or (ii) a Termination Option Event has occurred. If termination of the Deposit Agreement is initiated, the Depositary shall Disseminate
a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination
Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that Termination
Date.


 


(b)            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 and 5.9 of that Agreement.


 


(c)            At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general
creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged
from all obligations under the Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting, in
each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such
American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental
charges), (ii) for its obligations under Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.


 






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(d)            After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that
have not been sold), may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited Securities (or
sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance
with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date,
the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary
may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been
sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere
with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale
of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of
transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under the Deposit Agreement except as provided in Section 6.2
of that Agreement.














 


	22.	DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.



 


(a)            Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS
by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and
holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows
a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer
of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.


 


(b)            In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming
to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has
the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance
of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use of the DRS/Profile.
The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile
system and otherwise in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.


 






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	23.	APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF
IMMUNITIES.



 


The Company has (i) appointed
John Myers, Managing Director, North America, as the Company’s authorized agent in the United States upon which process may be served
in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts
or the Deposit Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York
in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall
be deemed in every respect effective service of process upon the Company in any such suit or proceeding.


 


EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS,
THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON
U.S. FEDERAL SECURITIES LAWS.


 


No disclaimer of liability
under the United States federal securities laws or the rules and regulations thereunder is intended by any provision of the Deposit
Agreement, inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those
laws, rules and regulations.


 


To the extent that the Company
or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any duty of performance under the Deposit Agreement, claim, legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or
other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity of that kind and
consents to relief and enforcement as provided above.


 






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