Exhibit 4.1


 


 


 


 






     


     


    










 


 


 


TABLE OF CONTENTS





 	 	 	Page
	PARTIES	 	3
	RECITALS	 	3
	Section 1.	Certain Definitions	3
	(a)	ADR Register	     3
	(b)	ADRs; Direct Registration ADRs	     3
	(c)	ADS	     3
	(d)	Beneficial Owner	     3
	(e)	Custodian	     3
	(f)	Deliver, execute, issue et al.	4
	(g)	Delivery Order	     4
	(h)	Deposited Securities	     4
	(i)	Direct Registration System	     4
	(j)	Holder	     4
	(k)	Securities Act of 1933	     4
	(l)	Securities Exchange Act of 1934	     4
	(m)	Shares	     5
	(n)	Transfer Office	     5
	(o)	Withdrawal Order	     5
	Section 2.	Form of ADRs	     5
	Section 3.	Deposit of Shares	     5
	Section 4.	Issue of ADRs	     7
	Section 5.	Distributions on Deposited Securities	     7
	Section 6.	Withdrawal of Deposited Securities	     7
	Section 7.	Substitution of ADRs	     7
	Section 8.	Cancellation and Destruction of ADRs; Maintenance of Records	8
	Section 9.	The Custodian	     8
	Section 10.	Lists of Holders	     8
	Section 11.	Depositary's Agents	8
	Section 12.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	9
	Section 13.	Reports	10
	Section 14.	Additional Shares	     10
	Section 15.	Indemnification	     10
	Section 16.	Notices	     11
	Section 17.	Counterparts	     12
	Section 18.	No Third Party Beneficiaries; Holders and Beneficial Owners as Parties; Binding Effect	12
	Section 19.	Severability	13
	Section 20.	Governing Law; Consent to Jurisdiction	13
	Section 21.	Agent for Service	14
	Section 22.	Waiver of Immunities	15
	Section 23.	Waiver of Jury Trial	15
	TESTIMONIUM	 	
	SIGNATURES	 	





 






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EXHIBIT A


 


	 	Page
	FORM OF FACE OF ADR	     A-1
	 	Introductory Paragraph 	     A-1
	 	(1)	Issuance of ADSs	A-2
	 	(2) 	Withdrawal of Deposited Securities	A-3
	 	(3)	Transfers, Split-Ups and Combinations of ADRs	     A-3
	 	(4) 	Certain Limitations to Registration, Transfer etc.	A-4
	 	(5) 	Liability for Taxes, Duties and Other Charges	A-5
	 	(6)	Disclosure of Interests	A-6
	 	(7) 	Charges of Depositary	A-7
	 	(8)	Available Information	A-11
	 	(9)	Execution	A-11
	 	Signature of Depositary 	     A-11
	 	Address of Depositary's Office 	     A-11
	FORM OF REVERSE OF ADR 	     A-11
	 	(10)	Distributions on Deposited Securities	A-12
	 	(11)	Record Dates	A-13
	 	(12) 	Voting of Deposited Securities	A-14
	 	(13)	Changes Affecting Deposited Securities	A-15
	 	(14)	Exoneration	A-16
	 	(15) 	Resignation and Removal of Depositary; the Custodian	A-19
	 	(16)	Amendment	A-20
	 	(17) 	Termination	A-20
	 	(18)	Appointment; Acknowledgements and Agreements	A-21
	 	(19)	Waiver	     A-22
	 	(20)	Elective Distributions in Cash or Shares	     A-22



 






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DEPOSIT AGREEMENT dated as of ____________________
__, 2021 (the "Deposit Agreement") among ARGO BLOCKCHAIN PLC and its successors (the "Company"), JPMORGAN
CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all Holders and Beneficial Owners from time to time
of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs")
representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and
hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized
terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree
as follows:


 


1. Certain Definitions.


 


(a)           "ADR
Register" is defined in paragraph (3) of the form of ADR (Transfers, Split-Ups and Combinations of ADRs).


 


(b)           "ADRs"
mean the American Depositary Receipts executed and delivered hereunder. ADRs may be either in physical certificated form or Direct Registration
ADRs (as hereinafter defined). ADRs in physical certificated form, and the terms and conditions governing the Direct Registration ADRs,
shall be substantially in the form of Exhibit A annexed hereto (the "form of ADR"). The term "Direct Registration
ADR" means an ADR, the ownership of which is recorded on the Direct Registration System. References to "ADRs" shall
include certificated ADRs and Direct Registration ADRs, unless the context otherwise requires. The form of ADR is hereby incorporated
herein and made a part hereof; the provisions of the form of ADR shall be binding upon the parties hereto.


 


(c)          Subject
to paragraph (13) of the form of ADR, (Changes Affecting Deposited Securities) each "ADS" evidenced by an ADR
represents the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of
ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian and
a pro rata share in any other Deposited Securities, subject, in each case, to the terms of this Deposit Agreement and the ADSs. The ADS(s)-to-Share(s) ratio
is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated in paragraph (7) thereof) (Charges
of Depositary).


 


(d)           "Articles
of Association" means the articles of association of the Company, as amended and in effect from time to time.


 


(e)           "Beneficial
Owner" means as to any ADS, any person or entity having a beneficial ownership interest in such ADS. A Beneficial Owner need
not be the Holder of the ADR evidencing such ADS. If a Beneficial Owner of ADSs is not a Holder, it must rely on the Holder of the ADR(s) evidencing
such ADSs in order to assert any rights or receive any benefits under this Deposit Agreement. The arrangements between a Beneficial Owner
of ADSs and the Holder of the corresponding ADRs may affect the Beneficial Owner’s ability to exercise any rights it may have.


 






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(f)           "Custodian"
means the agent or agents of the Depositary (singly or collectively, as the context requires) and any additional or substitute Custodian
appointed pursuant to Section 9.


 


 (g)          The terms "deliver", "execute", "issue", "register", "surrender", "transfer" or "cancel", when used with respect to Direct Registration ADRs, shall refer to an entry or entries or an electronic transfer or transfers in the Direct Registration System, and, when used with respect to ADRs in physical certificated form, shall refer to the physical delivery, execution, issuance, registration, surrender, transfer or cancellation of certificates representing the ADRs.




 


(h)           "Delivery
Order" is defined in Section 3.


 


(i)             "Deposited
Securities" as of any time means all Shares at such time deposited under this Deposit Agreement and any and all other Shares,
securities, property and cash at such time held by the Depositary or the Custodian in respect or in lieu of such deposited Shares and
other Shares, securities, property and cash. Deposited Securities are not intended to, and shall not, constitute proprietary assets of
the Depositary, the Custodian or their nominees. Beneficial ownership in Deposited Securities is intended to be, and shall at all times
during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing such Deposited Securities.


 


 (j)            "Direct Registration System" means the system for the uncertificated registration of ownership of securities established by The Depository Trust Company ("DTC") and utilized by the Depositary pursuant to which the Depositary may record the ownership of ADRs without the issuance of a certificate, which ownership shall be evidenced by periodic statements issued by the Depositary to the Holders entitled thereto. For purposes hereof, the Direct Registration System shall include access to the Profile Modification System maintained by DTC which provides for automated transfer of ownership between DTC and the Depositary.




 


(k)            "Holder"
means the person or persons in whose name an ADR is registered on the ADR Register. For all purposes under the Deposit Agreement and the
ADRs, a Holder shall be deemed to have all requisite authority to act on behalf of any and all Beneficial Owners of the ADSs evidenced
by the ADR(s) registered in such Holder's name.


 


(l)             "Securities
Act of 1933" means the United States Securities Act of 1933, as from time to time amended.


 






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(m)          "Securities
Exchange Act of 1934" means the United States Securities Exchange Act of 1934, as from time to time amended.


 


(n)           "Shares"
mean the ordinary shares of the Company, and shall include the rights to receive Shares specified in paragraph (1) of the form of
ADR (Issuance
of ADSs).


 


(o)           "Transfer
Office" is defined in paragraph (3) of the form of ADR (Transfers, Split-Ups and Combinations of ADRs).


 


(p)           "Withdrawal
Order" is defined in Section 6.


 


2. Form of ADRs.


 


(a)          Direct
Registration ADRs. Notwithstanding anything in this Deposit Agreement or in the form of ADR to the contrary, ADSs shall be evidenced
by Direct Registration ADRs, unless certificated ADRs are specifically requested by the Holder.


 


(b)          Certificated
ADRs. ADRs in certificated form shall be printed or otherwise reproduced at the discretion of the Depositary in accordance with its
customary practices in its American depositary receipt business, or at the request of the Company typewritten and photocopied on plain
or safety paper, and shall be substantially in the form set forth in the form of ADR, with such changes as may be required by the Depositary
or the Company to comply with their obligations hereunder, any applicable law, regulation or usage or to indicate any special limitations
or restrictions to which any particular ADRs are subject. ADRs may be issued in denominations of any number of ADSs. ADRs in certificated
form shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. ADRs in
certificated form bearing the facsimile signature of anyone who was at the time of execution a duly authorized officer of the Depositary
shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to the delivery of such ADRs.


 


(c)          Binding
Effect. Holders of ADRs, and the Beneficial Owners of the ADSs evidenced by such ADRs, shall each be bound by the terms and conditions
of this Deposit Agreement and of the form of ADR, regardless of whether such ADRs are Direct Registration ADRs or certificated ADRs.


 


3. Deposit of Shares.


 


(a)          Requirements.
In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in a form satisfactory
to it:


 


(i)           a
written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct
Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order");


 






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(ii)         proper
endorsements or duly executed instruments of transfer in respect of such deposited Shares;


 


(iii)         instruments
assigning to the Depositary, the Custodian or a nominee of either any distribution on or in respect of such deposited Shares or indemnity
therefor; and


 


(iv)        proxies
entitling the Custodian to vote such deposited Shares.


 


(b)         Registration
of Deposited Securities. As soon as practicable after the Custodian receives Deposited Securities
pursuant to any such deposit or pursuant to paragraph (10) (Distributions on Deposited Securities) or (13) (Changes Affecting
Deposited Securities) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into
the name of the Depositary, the Custodian or a nominee of either, in each case for the benefit of Holders, to the extent such registration
is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain
evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order
of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner
as the Depositary shall determine. Notwithstanding anything else contained herein, in the form of ADR and/or any outstanding ADSs, the
Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement
be, the record holder(s) only of the Deposited Securities represented by the ADSs for the benefit of the Holders. The Depositary,
on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited
Securities held on behalf of the Holders.


 


(c)         Delivery
of Deposited Securities. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly
contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor
impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including,
without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an
accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and
Delivery Order referred to herein to the Custodian or the Depositary.


 






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4. Issue of ADRs. After any such deposit
of Shares, the Custodian shall notify the Depositary of such deposit and of the information contained in any related Delivery Order by
letter, first class airmail postage prepaid, or, at the request, risk and expense of the person making the deposit, by SWIFT, cable, telex
or facsimile transmission. After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement, shall properly
issue at the Transfer Office, to or upon the order of any person named in such notice, an ADR or ADRs registered as requested and evidencing
the aggregate ADSs to which such person is entitled.


 


5. Distributions on Deposited Securities.
To the extent that the Depositary determines in its discretion that any distribution pursuant to paragraph (10) of the form of ADR
(Distributions on Deposited Securities) is not practicable with respect to any Holder, the Depositary may (after consultation with
the Company, if practicable, in the case where the Depository believes such distribution is not practicable with respect to all Holders)
make such distribution as it so deems practicable, including the distribution of foreign currency, securities or property (or appropriate
documents evidencing the right to receive foreign currency, securities or property) or the retention thereof as Deposited Securities with
respect to such Holder's ADRs (without liability for interest thereon or the investment thereof).


 


6. Withdrawal of Deposited Securities. In
connection with any surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary
may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder's written
order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered
to, or upon the written order of, any person designated in such order (a "Withdrawal Order"). Directions from the Depositary
to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk
and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery
of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or,
if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or
by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to
an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as
a registrar for the Deposited Securities.


 


7. Substitution of ADRs. The Depositary
shall execute and deliver a new Direct Registration ADR in exchange and substitution for any mutilated certificated ADR upon cancellation
thereof or in lieu of and in substitution for such destroyed, lost or stolen certificated ADR, unless the Depositary has notice that such
ADR has been acquired by a bona fide purchaser, upon the Holder thereof filing with the Depositary a request for such execution and delivery
and a sufficient indemnity bond and satisfying any other reasonable requirements imposed by the Depositary.


 






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8. Cancellation and Destruction of ADRs; Maintenance
of Records. All ADRs surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy ADRs
in certificated form so cancelled in accordance with its customary practices. The Depositary, however, shall maintain or cause its agents
to maintain records of all ADRs surrendered and Deposited Securities withdrawn under Section 6 hereof and paragraph (2) of the
form of ADR, substitute ADRs delivered under Section 7 hereof, and canceled or destroyed ADRs under this Section 8, in keeping
with the procedures ordinarily followed by stock transfer agents located in the United States or as required by the laws or regulations
governing the Depositary.


 


9. The Custodian.


 


(a)            Rights
of the Depositary. Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible
solely to it. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary will give prompt notice of any such
action, which will be advance notice if practicable. The Depositary may discharge any Custodian at any time upon notice to the Custodian
being discharged.


 


(b)            Rights
of the Custodian. Any Custodian may resign from its duties hereunder by providing at least 30 days' prior written notice to the Depositary.
Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held
by it to a Custodian continuing to act. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs)
and, subject to the further limitations set forth in subparagraph (p) of paragraph (14) of the form of ADR (Exoneration),
the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act
on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having
(i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable
care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction
in which the Custodian is located.


 


10. Lists of Holders. The Company shall
have the right to inspect transfer records of the Depositary and its agents and the ADR Register, take copies thereof and require the
Depositary and its agents to supply copies of such portions of such records as the Company may request. The Depositary or its agent shall
furnish to the Company promptly upon the written request of the Company, a list of the names, addresses and holdings of ADSs by all Holders
as of a date within seven days of the Depositary's receipt of such request.


 


11. Depositary's Agents. The Depositary
may perform its obligations under this Deposit Agreement through any agent appointed by it, provided that the Depositary shall notify
the Company of such appointment and shall remain responsible for the performance of such obligations as if no agent were appointed, subject
to paragraph (14) of the form of ADR (Exoneration).


 






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12. Resignation and Removal of the Depositary;
Appointment of Successor Depositary.


 


(a)            Resignation
of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election to do so delivered
to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment
as hereinafter provided.


 


(b)            Removal
of the Depositary. The Depositary may at any time be removed by the Company by providing no less than 60 days' prior written notice
of such removal to the Depositary, such removal to take effect the later of (i) the 60th day after such notice of removal
is first provided and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.
Notwithstanding the foregoing, if upon the resignation or removal of the Depositary a successor depositary is not appointed within the
applicable 60-day period as specified in paragraph (17) of the form of ADR (Termination), then the Depositary may elect to terminate
this Deposit Agreement and the ADR and the provisions of said paragraph (17) shall thereafter govern the Depositary's obligations hereunder.


 


(c)            Appointment
of Successor Depositary. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its
commercially reasonable 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 its predecessor and to the Company an instrument
in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, only upon payment of
all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder (other than its rights to indemnification and fees owing, each of which shall survive
any such removal and/or resignation), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities
to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADRs. Any such successor depositary
shall promptly mail notice of its appointment to such Holders. Any bank or trust company into or with which the Depositary may be merged
or consolidated, or to which the Depositary shall transfer substantially all its American depositary receipt business, shall be the successor
of the Depositary without the execution or filing of any document or any further act.


 






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13. Reports. On or before the first date
on which the Company makes any communication available to holders of Deposited Securities or any securities regulatory authority or stock
exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy thereof in English or with an English translation
or summary. The Company has delivered to the Depositary, the Custodian and any Transfer Office, a copy of all provisions of or governing
the Shares and any other Deposited Securities issued by the Company or any affiliate of the Company and, promptly upon any change thereto,
the Company shall deliver to the Depositary, the Custodian and any Transfer Office, a copy (in English or with an English translation)
of such provisions as so changed. The Depositary and its agents may rely upon the Company's delivery of all such communications, information
and provisions for all purposes of this Deposit Agreement and the Depositary shall have no liability for the accuracy or completeness
of any thereof.


 


14. Additional Shares. The Company agrees
with the Depositary that neither the Company nor any company controlling, controlled by or under common control with the Company shall
(a) issue (i) additional Shares, (ii) rights to subscribe for Shares, (iii) securities convertible into or exchangeable
for Shares or (iv) rights to subscribe for any such securities or (b) deposit any Shares under this Deposit Agreement, except,
in each case, under circumstances complying in all respects with the Securities Act of 1933. At the reasonable request of the Depositary
where it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsels reasonably acceptable
to the Depositary, dealing with such issues requested by the Depositary. The Depositary will not knowingly accept for deposit hereunder
any Shares required to be registered under the Securities Act of 1933 unless a registration statement is in effect and will use reasonable
efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions
at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance
with the requirements of the securities laws, rules and regulations in the United States.


 


15. Indemnification.


 


(a)            Indemnification
by the Company. The Company shall indemnify, defend and save harmless each of the Depositary,
the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including
reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in connection with the provisions of this Deposit
Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either
the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense
directly arising out of the negligence, or willful misconduct of the Depositary or its directors, officers or affiliates acting in their
capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.


 






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The indemnities set forth in the preceding paragraph
shall also apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission
in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement
memorandum) relating to the offer, issuance, withdrawal or sale of ADSs or the deposit of Shares in connection therewith, except to the
extent any such liability or expense arises out of (i) information relating to the Depositary or its agents (other than the Company),
as applicable, furnished in writing by the Depositary expressly for use in any of the foregoing documents and not changed or altered
by the Company or (ii) if such information is provided, the failure to state a material fact necessary to make the information provided
not misleading.


 


(b)            Indemnification
by the Depositary. Subject to the limitations provided for in Section 15(c) below, the Depositary shall indemnify, defend
and save harmless the Company against any direct loss, liability or expense (including reasonable fees and expenses of counsel resulting
therefrom) incurred by the Company in respect of this Deposit Agreement to the extent such loss, liability or expense is due to the negligence
or willful misconduct of the Depositary.


 


(c)            Damages
or Lost Profits. Notwithstanding any other provision of this Deposit Agreement or the ADRs to the contrary, neither the Depositary
nor any of its agents shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, legal
fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless
of the type of action in which such a claim may be brought.


 


(d)            Survival.
The obligations set forth in this Section 15 shall survive the termination of this Deposit Agreement and the succession or substitution
of any indemnified person.


 


16. Notices.


 


(a)            Notice
to Holders. Notice to any Holder shall be deemed given when first mailed, first class postage
prepaid, to the address of such Holder on the ADR Register or received by such Holder. Failure to notify a Holder or any defect in the
notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by
such other Holders. The Depositary's only notification obligations under this Deposit Agreement and the ADRs shall be to Holders. Notice
to a Holder shall be deemed, for all purposes of the Deposit Agreement and the ADRs, to constitute notice to any and all Beneficial Owners
of the ADSs evidenced by such Holder’s ADRs.


 






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(b)            Notice
to the Depositary or the Company. Notice to the Depositary or the Company shall be deemed given
when first received by it at the address or facsimile transmission number set forth in (i) or (ii), respectively, or by electronic
transmission to the e-mail address set forth below or otherwise provided by the Depositary or the Company to the other in writing, or
at such other address or facsimile transmission number as either may specify to the other by written notice:


 


		(i)	JPMorgan Chase Bank, N.A.






383 Madison Avenue, Floor 11


New York, New York, 10179


Attention: Depositary Receipts Group


Fax: (302) 220-4591


E-mail Address: DR_Global_CSM@jpmorgan.com


 


		(ii)	Argo Blockchain Plc






50 Jermyn Street


Room 4, 1st floor


SW1Y 6LX


Attention: Alex Appleton


E-mail Address: alex@argoblockchain.com


 


Delivery of a notice by means of electronic messaging
shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s records)
to the email address set forth above, notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve
such message, or fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate
a substitute e-mail address or for any other reason.


 


17. Counterparts. This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.
Delivery of an executed signature page of this Deposit Agreement by facsimile or other electronic transmission (including “.pdf”,
 “.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof.


 


18. No Third-Party Beneficiaries; Holders and
Beneficial Owners as Parties; Binding Effect. This Deposit Agreement is for the exclusive benefit of the Company, the Depositary,
the Holders, and their respective successors hereunder, and, except to the extent specifically set forth in Section 15 of this Deposit
Agreement, shall not give any legal or equitable right, remedy or claim whatsoever to any other person. The Holders and Beneficial Owners
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the provisions hereof. A Beneficial Owner shall
only be able to exercise any right or receive any benefit hereunder solely through the Holder of the ADR(s) evidencing the ADSs owned
by such Beneficial Owner.


 






    	 	12	 



     


    

 





 


19. Severability. If any provision of this
Deposit Agreement or the ADRs is invalid, illegal or unenforceable in any respect, the remaining provisions contained herein and therein
shall in no way be affected thereby.


 


20. Governing Law; Consent to Jurisdiction.


 


(a)            The
Deposit Agreement, the ADSs and the ADRs shall be governed by and construed in accordance with the internal laws of the State of New York
without giving effect to the application of the conflict of law principles thereof.


 


(b)            By
the Company or the Depository. The Company irrevocably agrees that any legal suit, action or proceeding against the Company brought
by the Depositary, arising out of or based upon this Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby or
thereby, may be instituted in any state or federal court in New York, New York, and irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts
in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary
brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted
in a state or federal court in New York, New York.


 


(c)            By
Holders and Beneficial Owners. By holding or owning an ADR or ADS or an interest therein, Holders and Beneficial Owners each irrevocably
agree that any legal suit, action or proceeding against or involving Holders or Beneficial Owners brought by the Company or the Depositary,
arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby,
may be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives
any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders
and Beneficial Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or
the Company brought by Holders or Beneficial Owners, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions
contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may be instituted
only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York
if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular
dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum
for any particular dispute is, or becomes, invalid, illegal or unenforceable).


 


(d)            Notwithstanding
the foregoing, any action against the Company based on this Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby
or thereby, may be instituted by the Depositary in any competent court in England and/or the United States.


 






    	 	13	 



     


    

 


 


 


21. Agent for Service.


 


(a)            Appointment.
The Company has appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711, 302-738-6680, as its authorized
agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit
Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary
or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s
rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment
shall be irrevocable.


 


(b)            Agent
for Service of Process. The Company represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding
against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized
Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a
copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof.
The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any
way the validity of such service or any judgment rendered in any suit, action or proceeding based thereon. If, for any reason, the Authorized
Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company
shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise
the Depositary thereof.


 


(c)            Waiver
of Personal Service of Process. In the event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.


 






    	 	14	 



     


    

 





 


22. Waiver of Immunities. To the extent
that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any 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 other matters under or arising out of or in connection with the Shares or Deposited Securities,
the ADSs, the ADRs 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 such immunity and consents to such relief and enforcement.


 


23. Waiver of Jury Trial. EACH PARTY TO
THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR
ADRS) 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 DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR
OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH
HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY) INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION OR
PROCEEDING UNDER THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of this Deposit Agreement or any ADR is intended to constitute
a waiver or limitation of any rights which Holders or Beneficial Owners may have under the Securities Act of 1933 or the Securities Exchange
Act of 1934, to the extent applicable.


 


[Signature Page Follows.]


 




    	 	15	 



     


    

 





 


IN WITNESS WHEREOF, ARGO BLOCKCHAIN PLC and JPMORGAN
CHASE BANK, N.A. have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial
Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of
any beneficial interest therein.


 


	 	ARGO BLOCKCHAIN PLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:     	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Deposit Agreement.]


 






     


     


    







 


 


 


EXHIBIT A


ANNEXED TO AND INCORPORATED IN


DEPOSIT AGREEMENT


 


[FORM OF FACE OF ADR]


 


	________	No. of ADSs: _________
	Number	 
	 	Each ADS represents
	 	TEN (10)] Shares
	 	 
	 	CUSIP:






 


AMERICAN DEPOSITARY RECEIPT


 


evidencing


 


AMERICAN DEPOSITARY SHARES


 


representing


 


ORDINARY SHARES


 


of


 


ARGO BLOCKCHAIN PLC


 


(Incorporated under the laws of England and Wales)


 


JPMORGAN CHASE BANK, N.A., a national banking
association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"),
hereby certifies that ____________________________________ is the registered owner (a "Holder") of ______________
American Depositary Shares ("ADSs"), each (subject to paragraph (13) (Changes Affecting Deposited
Securities)) representing ten (10) ordinary shares (including the rights to receive Shares described in paragraph
(1) (Issuance of ADSs), "Shares" and, together with any other securities, cash or property from time to
time held by the Depositary in respect or in lieu of deposited Shares, the "Deposited Securities"), of ARGO
BLOCKCHAIN PLC, a corporation organized under the laws of England and Wales (the "Company"), deposited under the
Deposit Agreement dated as of ____________________ __, 2021 (as amended from time to time, the "Deposit Agreement")
among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued
thereunder ("ADRs"), each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this ADR
(which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to the application of the conflict of law principles thereof. All capitalized
terms used herein, and not defined herein, shall have the meanings ascribed to such terms in the Deposit Agreement.


 






    	 	A-1	 



     


    

 





 


(1)  Issuance of ADSs.


 


(a)  Issuance. This ADR is one of the
ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs for delivery at the
Transfer Office (as hereinafter defined) only against deposit of: (i) Shares in a form satisfactory to the Custodian; or (ii) rights
to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions.


 


(b)  Lending. In its capacity as Depositary,
the Depositary shall not lend Shares or ADSs.


 


(c)  Representations and Warranties of Depositors.
Every person depositing Shares under the Deposit Agreement represents and warrants that:


 


		(i)	such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally
obtained by such person,



 


		(ii)	all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised,



 


		(iii)	the person making such deposit is duly authorized so to do,



 


		(iv)	the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim
and



 


		(v)	such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of
1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of
Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States
or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate"
of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of
the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a
result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities.



 






    	 	A-2	 



     


    

 








 


Such representations and warranties shall survive
the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs.


 


(d)  The Depositary may refuse to accept for
such deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the Securities Act of 1933
or the Rules made thereunder.


 


(2)  Withdrawal of Deposited Securities.
Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties
and Other Charges), upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary at the Transfer Office
or (b) proper instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to delivery
at, or to the extent in dematerialized form from, the Custodian's office of the Deposited Securities at the time represented by the ADSs
evidenced by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at
such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this ADR, the
withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A.(1) of Form F-6
(as such instructions may be amended from time to time) under the Securities Act of 1933.


 


(3)  Transfers, Split-Ups and Combinations
of ADRs. The Depositary or its agent will keep, at a designated transfer office (the "Transfer Office"), (i) a
register (the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and,
in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for
inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or
a matter relating to the Deposit Agreement and (ii) facilities for the delivery and receipt of ADRs. The term ADR Register includes
the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly
endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable
by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that
the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register
as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any
liability under the Deposit Agreement or any ADR to any Beneficial Owner, unless such Beneficial Owner is the Holder hereof. Subject to
paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs
into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized
attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery
to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary
may close the ADR Register (and/or any portion thereof) at any time or from time to time when deemed expedient by it. Additionally, at
the reasonable request of the Company, the Depository may close the issuance book portion of the ADR Register in order to enable the Company
to comply with applicable law. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with
a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for
any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct
Registration ADR, as the case may be, substituted.


 






    	 	A-3	 



     


    

 





 


(4)  Certain Limitations to Registration,
Transfer etc. Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any
distribution in respect thereof, or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the
withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the
Depositary or the Custodian may require:


 


(a)  payment with respect thereto of (i) any
stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration
of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in
paragraph (7) (Charges of Depositary) of this ADR;


 


(b)  the production of proof satisfactory to
it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without
limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with
applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may
deem necessary or proper; and


 


(c)  compliance with such regulations as the
Depositary may establish consistent with the Deposit Agreement.


 


The issuance of ADRs, the acceptance of deposits
of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2) (Withdrawal
of Deposited Securities), the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the
ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary.


 






    	 	A-4	 



     


    

 





 


(5)  Liability for Taxes, Duties and Other
Charges. If any tax or other similar governmental charges (including any related penalties and/or interest) shall become payable by
or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby
or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding
or having held this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and
Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its
agents in respect of such tax or other governmental charge. Each Holder of this ADR and Beneficial Owner of the ADSs evidenced hereby,
and each prior Holder and Beneficial Owner hereof and thereof (collectively, the "Tax Indemnitors"), by holding or having held
an ADR or an interest in ADSs, acknowledges and agrees that the Depositary shall have the right to seek payment of amounts owing with
respect to this ADR under this paragraph (5) from any one or more Tax Indemnitor(s) as determined by the Depositary in its sole
discretion, without any obligation to seek payment from any other Tax Indemnitor(s).The Depositary may refuse to effect any registration,
registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited
Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions
on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of
such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental
charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such
sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority
or agency by the Depositary or the Custodian. To the extent legally permissible and in the Depositary’s possession, the Depositary
will forward to the Company such information from its transfer records as the Company may reasonably request to enable the Company or
its agent to file any necessary reports with governmental authorities or agencies. If the Depositary determines that any distribution
in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian
is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of
any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder and Beneficial
Owner agrees to indemnify the Depositary, the Company, the Custodian and any of their respective officers, directors, employees, agents
and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions
to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained
which obligations shall survive any transfer or surrender of ADSs or the termination of the Deposit Agreement.


 






    	 	A-5	 



     


    

 





 


(6)  Disclosure of Interests.


 


(a)  General. To the extent that the
provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of, or
interests in, Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and Beneficial Owners agree to comply with all such disclosure requirements and ownership limitations
and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders (and through
any such Holder, the Beneficial Owners of ADSs evidenced by the ADRs registered in such Holder's name) to deliver their ADSs for cancellation
and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof
as a holder of Shares and Holders and Beneficial Owners agree to comply with such instructions. The Depositary agrees to cooperate with
the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with,
and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners
in which it may enforce such rights with respect to any Holder.


 


(b)  Jurisdiction Specific.


 


Notwithstanding any provision of the Deposit Agreement
or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner, each such Holder and Beneficial Owner agrees
to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant
to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof,
the "Companies Act") or the Articles of Association of the Company. By accepting or holding, or owning an interest in,
an ADR, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in
the imposition of sanctions against the Holder or Beneficial Owner in respect of which the non-complying person is or was, or appears
to be or has been, interested as provided in the Companies Act and the Articles of Association which currently may include, subject to
the granting of an appropriate order by the court, the withdrawal of the voting rights of such Holder or Beneficial Owner and the imposition
of restrictions on the rights to receive dividends on and to transfer the Shares indirectly held or owned by such Holder and/or Beneficial
Owner through the ADSs representing such Shares (including the ADRs evidencing such ADSs). In addition, by accepting or holding, or owning
an interest in, an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of the Disclosure Guidance and Transparency
Rules published by the United Kingdom Financial Conduct Authority (as amended from time to time, the "DTRs") with
regard to the notification to the Company of interests (including indirect interests by holding or owning an interest in ADRs) in Shares
and certain financial instruments, which currently provide, inter alia, that a Holder and Beneficial Owner must notify the Company of
the percentage of its voting rights he held or deemed to be held through its direct or indirect holding of certain financial instruments
(or a combination of such holdings), including indirectly by holding or owing an interest in ADRs) if the percentage of those voting rights
(i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an
acquisition or disposal (including indirectly by holding or owning an interest in ADRs) of Shares or certain financial instruments, or
(ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and
on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible,
but not later than two trading days after the Holder or Beneficial Owner, as the case may be, (a) learns of the direct or indirect
acquisition or disposal or of the direct or indirect possibility of exercising voting rights, or on which, having regard to the circumstances,
should have learned of it, regardless of the date on which the direct or indirect acquisition, disposal or possibility of exercising voting
rights takes effect, or (b) is informed of the event mentioned in (ii) above.


 






    	 	A-6	 



     


    

 





 


Any summary of the laws and regulations of the United
Kingdom and of the terms of the Company's constitutional and/or governing documents has been provided by the Company solely for the convenience
of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the
Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder
or Beneficial Owner, and (ii) these laws and regulations and the Company's constitutional and/or governing documents may change after
the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation to update any such summaries.


 


(7)  Charges of Depositary.


 


(a)  Rights of the Depositary. The Depositary
may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against
deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph
(10) (Distributions on Deposited Securities)), issuances pursuant to a stock dividend or stock split declared by the
Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited
Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced
for any other reason U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon
which a Share Distribution or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private
sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit
to pay such charge.


 






    	 	A-7	 



     


    


 





 


(b)  Additional charges by the Depositary.
The following additional charges shall also be incurred by the Holders, the Beneficial Owners, by any party depositing or withdrawing
Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock
dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution
of ADSs pursuant to paragraph (10) (Distributions on Deposited Securities), whichever is applicable:


 


		(i)	a fee of U.S.$0.05 or less per ADS held for any Cash distribution made, or for any elective cash/stock dividend offered, pursuant
to the Deposit Agreement,



 


		(ii)	a fee for the distribution or sale of securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the
fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such securities
(for purposes of this paragraph (7) treating all such securities as if they were Shares) but which securities or the net cash proceeds
from the sale thereof are instead distributed by the Depositary to Holders entitled thereto,



 


		(iii)	an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering
the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record
date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by
billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and



 


		(iv)	a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including,
without limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control
regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited
Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise
in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which fees and charges
shall be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at
the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash
distributions).



 






    	 	A-8	 



     


    

 


 


 


(c)  Other Obligations and Charges. The
Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements
from time to time between the Company and the Depositary, except:


 


		(i)	stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares);



 


		(ii)	SWIFT, cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering
Shares, ADRs or Deposited Securities (which are payable by such persons or Holders); and



 


		(iii)	transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with
the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities).



 


(d)  Foreign Exchange Related Matters.
To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions
and other corporate actions, the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the “Bank”)
and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (“FX
Transactions”). For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be,
acting in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian
(or other third party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions.


 






    	 	A-9	 



     


    

 





 


The foreign exchange rate applied
to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party local liquidity
provider, in each case plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if
any, apply to such currency on the “Disclosure” page (or successor page) of www.adr.com (as updated by the Depositary
from time to time, “ADR.com”). Such applicable foreign exchange rate and spread may (and neither the Depositary, the
Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and spreads at which comparable
transactions are entered into with other customers or the range of foreign exchange rates and spreads at which the Bank or any of its
affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Additionally, the
timing of execution of an FX Transaction varies according to local market dynamics, which may include regulatory requirements, market
hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates may manage the associated
risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the Company,
the Depositary, Holders or Beneficial Owners. The spread applied does not reflect any gains or losses that may be earned or incurred
by the Bank and its affiliates as a result of risk management or other hedging related activity.


 


Notwithstanding the foregoing,
to the extent the Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction
as set forth herein. In such case, the Depositary will distribute the U.S. dollars received from the Company.


 


Further details relating to
the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on
ADR.com. The Company, Holders and Beneficial Owners each acknowledge and agree that the terms applicable to FX Transactions disclosed
from time to time on ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.


 


(e)  Disclosure of Potential Depositary Payments.
The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment
and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time to time. 
The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the ADR program
or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time.


 


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


 






    	 	A-10	 



     


    

 





 


(8)  Available Information. The Deposit
Agreement, the provisions of or governing Deposited Securities and any written communications from the Company, which are both received
by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary and the Custodian, at the Transfer Office, on the U.S. Securities
and Exchange Commission’s website, or upon request from the Depositary (which request may be refused by the Depositary at its discretion).
The Depositary will distribute copies of such communications (or English translations or summaries thereof) to Holders when furnished
by the Company. The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files
certain reports with the United States Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied through the Commission’s EDGAR system or at public reference facilities maintained by the
Commission located at the date hereof at 100 F Street, NE, Washington, DC 20549.


 





(9)  Execution. This ADR shall not
be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary.


 


Dated:


 


	 	JPMORGAN CHASE BANK, N.A., as Depositary



 


	 	By	 



	 	Authorized Officer



 


The Depositary's office is located at 383 Madison
Avenue, Floor 11, New York, New York 10179.


 






    	 	A-11	 



     


    

 





 


[FORM OF REVERSE OF ADR]


 


(10)  Distributions on Deposited Securities.
Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties
and other Charges), to the extent practicable, the Depositary will distribute as soon as reasonably practicable to each Holder entitled
thereto on the record date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number
of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented by ADSs
evidenced by such Holder's ADRs:


 


(a)  Cash. Any U.S. dollars available
to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or
portion thereof authorized in this paragraph (10) ("Cash"), on an averaged or other practicable basis, subject to
(i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to
certain Holders, and (iii) deduction of the Depositary's and/or its agents' fees and expenses in (1) converting any foreign
currency to U.S. dollars by sale or in such other manner as the Depositary may determine to the extent that it determines that such conversion
may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary
may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or
license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a
reasonable time and (4) making any sale by public or private means in any commercially reasonable manner.


 


(b)  Shares. (i) Additional ADRs
evidencing whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting from the
net proceeds of sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs were
issued therefor, as in the case of Cash.


 


(c)  Rights. (i) Warrants or other
instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for
additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities ("Rights"),
to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully
distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish
such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Rights
as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence and such sales cannot practicably be
accomplished by reason of the nontransferability of the Rights, limited markets therefor, their short duration or otherwise, nothing (and
any Rights may lapse).


 






    	 	A-12	 



     


    

 





 


(d)  Other Distributions. (i) Securities
or property available to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share Distributions and
Rights ("Other Distributions"), by any means that the Depositary may deem equitable and practicable, or (ii) to
the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S. dollars available
to the Depositary from the net proceeds of sales of Other Distributions as in the case of Cash.


 


The Depositary reserves the right to utilize a division,
branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities hereunder.
Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense
of the Depositary contemplated above and/or under paragraph (7) (Charges of Depositary). Any U.S. dollars available will be
distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability
and dealt with by the Depositary in accordance with its then current practices. All purchases and sales of securities will be handled
by the Depositary in accordance with its then current policies, which are currently set forth on ADR.com, the location and contents of
which the Depositary shall be solely responsible for.


 


(11) Record Dates. The Depositary may, after
consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any
corresponding record date set by the Company) for the determination of the Holders who shall be responsible for the fee assessed by the
Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) hereof as well as for the determination
of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give instructions for the
exercise of any voting rights, to receive any notice or to act in respect of other matters and only such Holders shall be so entitled
or obligated.


 






    	 	A-13	 



     


    

 





 


(12) Voting of Deposited Securities.


 


(a)            Notice
of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled
to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the
ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in
a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute
to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and
any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable provisions
of the laws of England and Wales, the provisions of the Deposit Agreement, the Articles of Association and the provisions of, or governing,
the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited
Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given,
including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for
the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders
and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient
time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner.


 


(b)            Voting
of Deposited Securities. Following actual receipt by the ADR department responsible for proxies and voting of Holders’ instructions
(including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the Depositary shall,
in the manner and on or before the time established by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holders’ ADRs in accordance with such instructions insofar as practicable and
permitted under the provisions of or governing Deposited Securities. The Depositary will not itself exercise any voting discretion in
respect of any Deposited Securities.


 


(c)            Alternative
Methods of Distributing Materials. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to
the extent not prohibited by any law, rule, or regulation or by the rules and/or requirements of the stock exchange on which the
ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of or solicitation
of consents or proxies from holders of Deposited Securities, distribute to the Holders a notice that provides Holders with or otherwise
publicizes to Holders instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference
to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged
to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department
responsible for proxies and voting has received such instructions, notwithstanding that such instructions may have been physically received
by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.


 






    	 	A-14	 



     


    

 





 


(13) Changes Affecting Deposited Securities.


 


(a)  Subject to paragraphs (4) (Certain
Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties and Other Charges), the Depositary may,
in its discretion, and shall if reasonably requested by the Company, amend this ADR or distribute additional or amended ADRs (with or
without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect any
change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share Distribution or
Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary in respect of Deposited
Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and, irrespective of whether
such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public
or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership,
bankruptcy or sale of all or substantially all the assets of the Company.


 


(b)  To the extent the Depositary does not so
amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities
or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically
represent its pro rata interest in the Deposited Securities as then constituted.


 


(c)  Promptly upon the occurrence of any of
the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and as
soon as practicable after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company's
expense, to Holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the
Holders in accordance with the terms thereof, as soon as reasonably practicable.


 






    	 	A-15	 



     


    

 








 


(14) Exoneration.


 


(a)  The Depositary, the Company, and each of
their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders
or Beneficial Owners (A) if any present or future law, rule, regulation, fiat, order or decree of the United States, England and
Wales, the European Union, or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange
or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the
Company's charter, any act of God, war, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage,
strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond its direct and immediate control shall
prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit
Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12)
hereof), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by
the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise or failure to exercise any discretion
given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action
may be lawful or reasonably practicable); (ii) incur or assume no liability to Holders or Beneficial Owners except to perform its
obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct
and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the case of the
Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of
any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel)
and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction
by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder,
any other person believed by it to be competent to give such advice or information, or in the case of the Depositary, the Company. The
Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or
settlement system.


 


(b)  The Depositary. The Depositary shall
not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a
branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with
any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay
in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.
Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the further limitations set
forth in subparagraph (p) of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection
with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability
directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to
the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance
with the standards prevailing in the jurisdiction in which the Custodian is located.


 


(c)  The Depositary, its agents and the Company
may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be
genuine and to have been signed, presented or given by the proper party or parties.


 






    	 	A-16	 



     


    

 





 


(d)  The Depositary shall be under no obligation
to inform Holders or Beneficial Owners about the requirements of the laws, rules or regulations or any changes therein or thereto
of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation
system.


 


(e)  The Depositary and its agents will not
be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such
vote is cast or for the effect of any such vote.


 


(f)  The Depositary may rely upon instructions
from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution.


 


(g)  The Depositary and its agents may own and
deal in any class of securities of the Company and its affiliates and in ADRs.


 


(h) Notwithstanding anything to the contrary
set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information
maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto
or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation
laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.


 


(i)  None of the Depositary, the Custodian or
the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits or refunds of non-U.S.
tax paid against such Holder's or Beneficial Owner's income tax liability.


 


(j)  The Depositary is under no obligation to
provide the Holders or Beneficial Owners, or any of them, with any information about the tax status of the Company. The Depositary and
the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders and Beneficial Owners on account
of their ownership or disposition of the ADRs or ADSs.


 


(k)  The Depositary shall not incur any liability
for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy
of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity
or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of
the Deposit Agreement or for the failure or timeliness of any notice from the Company.


 






    	 	A-17	 



     


    

 





 


(l)  Notwithstanding anything herein or in the
Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information
regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith
and the Deposit Agreement, and use local agents to provide services such as attendance at meetings of issuers of securities. Although
the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention
of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the
relevant information or services.


 


(m)  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.


 


(n)  By holding or owning an ADR or ADS or an
interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving
Holders or Beneficial Owners brought by the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs, the
ADRs or the transactions contemplated therein, herein, thereby or hereby, may be instituted in a state or federal court in New York, New
York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection which it may now or hereafter
have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such
suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and Beneficial Owners each also irrevocably
agree that any legal suit, action or proceeding against or involving the Depositary brought by Holders or Beneficial Owners, arising out
of or based upon the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated therein, herein, thereby or hereby, including,
without limitation, claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern
District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the
Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States
District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal
or unenforceable).


 


(o)  The Company has agreed to indemnify the
Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances.


 






    	 	A-18	 



     


    

 





 


(p)  Neither the Depositary, the Company nor
any of their respective agents shall be liable to Holders or Beneficial Owners for any indirect, special, punitive or consequential damages
(including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity (including,
without limitation, Holders and Beneficial Owners), whether or not foreseeable and regardless of the type of action in which such a claim
may be brought.


 


(q)  No provision of the Deposit Agreement or
this ADR is intended to constitute a waiver or limitation of any rights which Holders or Beneficial Owners may have under the Securities
Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.


 


(15) Resignation and Removal of Depositary;
the Custodian.


 


(a)  Resignation. The Depositary may
resign as Depositary by written notice of its election so to do delivered to the Company, such resignation to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.


 


(b)  Removal. The Depositary may at any
time be removed by the Company by no less than 60 days' prior written notice of such removal, to become effective upon the later of (i) the
60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of
such appointment as provided in the Deposit Agreement.


 


(c)  The Custodian. The Depositary may
appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the
context requires.


 






    	 	A-19	 



     


    

 





(16) Amendment. Subject to the last sentence
of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement may be amended by the Company and
the Depositary, provided that any amendment that imposes or increases any fees or charges on a per ADS basis (other than stock
transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or that shall otherwise prejudice any substantial existing right of Holders or Beneficial Owners,
shall become effective 30 days after notice of such amendment shall have been given to the Holders. Every Holder and Beneficial Owner
at the time any amendment to the Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right
of the Holder of any ADR to surrender such ADR and receive the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law. Any amendments or supplements which (i) are reasonably necessary (as agreed by the Company
and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the
ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees
or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders or Beneficial Owners. Notwithstanding
the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment
or supplement of the Deposit Agreement or the form of ADR to ensure compliance therewith, the Company and the Depositary may amend or
supplement the Deposit Agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment
or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given
to Holders or within any other period of time as required for compliance. Notice of any amendment to the Deposit Agreement or form of
ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments
in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies
a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission's,
the Depositary's or the Company's website or upon request from the Depositary).


 







(17) Termination. The Depositary may, and
shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the Depositary shall have
(i) resigned as Depositary hereunder, notice of such termination by the Depositary shall not be provided to Holders unless a successor
depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) been removed as Depositary hereunder,
notice of such termination by the Depositary shall not be provided to Holders unless a successor depositary shall not be operating hereunder
on the 60th day after the Company's notice of removal was first provided to the Depositary. Notwithstanding anything to the
contrary herein, the Depositary may terminate the Deposit Agreement without notice to the Company, but subject to giving 30 days’
notice to the Holders, under the following circumstances: (i) in the event of the Company’s bankruptcy or insolvency, (ii) if
the Shares cease to be listed on an internationally recognized stock exchange, (iii) if the Company effects (or will effect) a redemption
of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially
all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of all or substantially all assets
or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities.


 






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After the date so fixed for termination, the Depositary
and its agents will perform no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell) distributions
on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the date so fixed for termination,
the Depositary shall use its reasonable efforts to sell the Deposited Securities and shall thereafter (as long as it may lawfully do so)
hold in an account (which may be a segregated or unsegregated account) the net proceeds of such sales, together with any other cash then
held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders of ADRs
not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the Deposit
Agreement and this ADR, except to account for such net proceeds and other cash. After the date so fixed for termination, the Company shall
be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary and its agents.


 


(18) Appointment; Acknowledgements and Agreements.
Each Holder and each Beneficial Owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) issued in accordance with
the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of
the Deposit Agreement and the applicable ADR(s), (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to
act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all
procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary
or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive
determinant of the necessity and appropriateness thereof, and (c) acknowledge and agree that (i) nothing in the Deposit Agreement
or any ADR shall give rise to a partnership or joint venture among the parties thereto nor establish a fiduciary or similar relationship
among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to time
be in the possession of non-public information about the Company, Holders, Beneficial Owners and/or their respective affiliates, (iii) the
Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, Beneficial
Owners and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time,
be engaged in transactions in which parties adverse to the Company or the Holders or Beneficial Owners may have interests, (v) nothing
contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates
from engaging in such transactions or establishing or maintaining such relationships, or (B) obligate the Depositary or any of its
divisions, branches or affiliates to disclose such transactions or relationships or to account for any profit made or payment received
in such transactions or relationships, (vi) the Depositary shall not be deemed to have knowledge of any information held by any branch,
division or affiliate of the Depositary and (vii) notice to a Holder shall be deemed, for all purposes of the Deposit Agreement and
this ADR, to constitute notice to any and all Beneficial Owners of the ADSs evidenced by such Holder’s ADRs. For all purposes under
the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to act on behalf of any and all
Beneficial Owners of the ADSs evidenced by this ADR.


 






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(19) Waiver. EACH PARTY TO THE DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) 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 DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES,
THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER
BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY) INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION OR PROCEEDING UNDER THE UNITED
STATES FEDERAL SECURITIES LAWS. No provision of the Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any
rights which Holders or Beneficial Owners may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent
applicable.


 


(20) Elective Distributions in Cash or Shares.
Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares,
the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it
wishes such elective distribution to be made available to Holders. Upon receipt of notice indicating that the Company wishes such elective
distribution to be made available to Holders, the Depositary shall consult with the Company to determine, and the Company shall assist
the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the
Holders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested
that the elective distribution is available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably
practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 14 of the Deposit
Agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable
discretion may request, at the expense of the Company. If the above conditions are not satisfied, the Depositary shall, to the extent
permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares
for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares. If the above conditions
are satisfied, the Depositary shall establish a record date and establish procedures to enable Holders to elect the receipt of the proposed
dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary.
Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather
than ADSs). There can be no assurance that Holders or Beneficial Owners generally, or any Holder and/or Beneficial Owner in particular,
will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.


 






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