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                           RANDGOLD RESOURCES LIMITED

                                       AND

                              THE BANK OF NEW YORK

                                  As Depositary

                                       AND

                        HOLDERS AND BENEFICIAL OWNERS OF

                     REGULATION S GLOBAL DEPOSITARY RECEIPTS

                         Regulation S Deposit Agreement

                            Dated as of July 1, 1997


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                               TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS......................................................  1
   SECTION 1.01.  Beneficial Owner..........................................  2
   SECTION 1.02.  Book-Entry Regulation S GDSs..............................  2
   SECTION 1.03.  Cedel.....................................................  2
   SECTION 1.04.  Commission................................................  2
   SECTION 1.05.  Company...................................................  2
   SECTION 1.06.  Custodian.................................................  2
   SECTION 1.07.  Depositary; Corporate Trust Office........................  3
   SECTION 1.08.  Deposited Securities......................................  3
   SECTION 1.09.  Dollars...................................................  3
   SECTION 1.10.  DTC.......................................................  3
   SECTION 1.11.  Euroclear.................................................  3
   SECTION 1.12.  Foreign Currency..........................................  3
   SECTION 1.13.  Foreign Registrar.........................................  4
   SECTION 1.14.  Holder....................................................  4
   SECTION 1.15.  Master Regulation S GDR...................................  4
   SECTION 1.16.  Physical Regulation S GDSs................................  4
   SECTION 1.17.  Receipts..................................................  4
   SECTION 1.18.  Registrar.................................................  4
   SECTION 1.19.  Regulation S..............................................  5
   SECTION 1.20.  Regulation S Deposit Agreement............................  5
   SECTION 1.21.  Regulation S Global Depositary Shares;
                  Regulation S GDSs; Regulation S Global
                  Depositary Receipts; Regulation S GDRs....................  5
   SECTION 1.22.  Rule 144..................................................  5
   SECTION 1.23.  Rule 144A.................................................  6
   SECTION 1.24.  Rule 144A Global Depositary Shares; Rule 144A GDSs;
                  Rule 144A Global Depositary Receipts; Rule 144A GDRs......  6
   SECTION 1.25.  Rule 144A Deposit Agreement...............................  6
   SECTION 1.26.  Rule 903..................................................  6
   SECTION 1.27.  Rule 904..................................................  6
   SECTION 1.28.  Securities Act............................................  6
   SECTION 1.29.  Securities Exchange Act...................................  7
   SECTION 1.30.  Shares....................................................  7
   SECTION 1.31.  United States.............................................  7

ARTICLE 2. BOOK-ENTRY SYSTEM, FORM OF RECEIPTS, DEPOSIT OF SHARES,
           EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.......  7
   SECTION 2.01.  Form and Transferability of Receipts......................  7
   SECTION 2.02.  Deposit of Shares......................................... 11
   SECTION 2.03.  Execution and Delivery of Receipts........................ 13
   SECTION 2.04.  Transfer of Receipts; Combination and Split-up of
                  Receipts.................................................. 15
   SECTION 2.05.  Surrender of Receipts and Withdrawal of Shares............ 16
   SECTION 2.06.  Limitations on Execution and Delivery, Transfer and
                  Surrender of Receipts and Withdrawal of Deposited
                  Securities................................................ 19
   SECTION 2.07.  Lost Receipts............................................. 20


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   SECTION 2.08.  Cancellation and Destruction of Surrendered Receipts...... 20
   SECTION 2.09.  Pre-Release............................................... 20

ARTICLE 3. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS....................... 21
   SECTION 3.01.  Filing Proofs, Certificates and Other Information......... 21
   SECTION 3.02.  Liability of Holder for Taxes............................. 22
   SECTION 3.03.  Warranties on Deposit or Withdrawal of Shares............. 22
   SECTION 3.04.  Disclosure of Interests................................... 23

ARTICLE 4. THE DEPOSITED SECURITIES......................................... 23
   SECTION 4.01.  Cash Distributions........................................ 23
   SECTION 4.02.  Distributions Other than Cash, Shares or Rights........... 24
   SECTION 4.03.  Distributions in Shares................................... 25
   SECTION 4.04.  Rights.................................................... 26
   SECTION 4.05.  Conversion of Foreign Currency............................ 28
   SECTION 4.06.  Fixing of Record Date..................................... 29
   SECTION 4.07.  Voting of Deposited Securities............................ 30
   SECTION 4.08.  Changes Affecting Deposited Securities.................... 31
   SECTION 4.09.  Reports................................................... 32
   SECTION 4.10.  Lists of Holders.......................................... 32
   SECTION 4.11.  Withholding............................................... 32

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY................... 32
   SECTION 5.01.  Maintenance of Office and Transfer Books by the
                  Depositary................................................ 32
   SECTION 5.02.  Prevention or Delay in Performance by the Depositary or
                  the Company............................................... 33
   SECTION 5.03.  Obligations of the Depositary, the Custodian and the
                  Company................................................... 34
   SECTION 5.04.  Resignation and Removal of the Depositary; Appointment
                  of Successor Depositary................................... 35
   SECTION 5.05.  The Custodians............................................ 36
   SECTION 5.06.  Notices and Reports....................................... 37
   SECTION 5.07.  Issuance and Distribution of Additional Shares, Rights,
                  etc. ..................................................... 38
   SECTION 5.08.  Indemnification........................................... 38
   SECTION 5.09.  Charges of Depositary..................................... 39
   SECTION 5.10.  Retention of Depositary Documents......................... 40
   SECTION 5.11.  Exclusivity............................................... 40
   SECTION 5.12.  Available Information..................................... 40

ARTICLE 6. AMENDMENT AND TERMINATION........................................ 41
   SECTION 6.01.  Amendment................................................. 41
   SECTION 6.02.  Termination............................................... 42

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ARTICLE 7. MISCELLANEOUS.................................................... 44
   SECTION 7.01.  Counterparts.............................................. 44
   SECTION 7.02.  No Third Party Beneficiaries.............................. 44
   SECTION 7.03.  Severability.............................................. 44
   SECTION 7.04.  Holders and Beneficial Owners as Parties; Binding Effect.. 44
   SECTION 7.05.  Notices................................................... 44
   SECTION 7.06.  Governing Law............................................. 45
   SECTION 7.07.  Article; Section.......................................... 45


<PAGE>


                        REGULATION S DEPOSIT AGREEMENT

         REGULATION S DEPOSIT AGREEMENT dated as of July 1, 1997, among RANDGOLD
RESOURCES LIMITED, incorporated under the laws of Jersey (herein called the
Company), THE BANK OF NEW YORK, a New York banking corporation (herein called
the Depositary), and all Holders (as hereinafter defined) and Beneficial Owners
(as hereinafter defined) from time to time of Regulation S Global Depositary
Receipts issued hereunder.

                            W I T N E S S E T H:

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

         WHEREAS, the Regulation S Global Depositary Receipts are to be
substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this
Regulation S Deposit Agreement;

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:

ARTICLE 1.  DEFINITIONS.

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

                                      -1-

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   SECTION 1.01   Beneficial Owner.

         The term "Beneficial Owner" shall mean each person owning from time to
time any beneficial interest in the Master Regulation S GDR issued hereunder but
who is not the Holder of such Receipt.

   SECTION 1.02   Book-Entry Regulation S GDSs.

         The term "Book-Entry Regulation S GDSs" shall mean all Regulation S
GDSs other than Physical Regulation S GDSs, which are evidenced by a Receipt in
book-entry form in accordance with Section 2.01(b).

   SECTION 1.03   Cedel.

         The term "Cedel" shall mean Centrale de Livraison de Valeurs Mobilieres
S.A.

   SECTION 1.04   Commission.

         The term "Commission" shall mean the Securities and Exchange Commission
of the United States or any successor governmental agency in the United States.

   SECTION 1.05   Company.

         The term "Company" shall mean Randgold Resources Limited, incorporated
under the laws of Jersey, and its successors.

   SECTION 1.06   Custodian.

         The term "Custodian" shall mean the London office of The Bank of New
York, as agent of the Depositary for the purposes of this Regulation S Deposit
Agreement, and any other firm or corporation which may hereafter be appointed
by the Depositary pursuant to the terms of Section 5.05, as substitute or
additional custodian or custodians hereunder, as the context shall require and
shall also mean all of them collectively.

                                      -2-

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   SECTION 1.07   Depositary; Corporate Trust Office.

         The term "Depositary" shall mean The Bank of New York, a New York
banking corporation, and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall
mean the corporate trust office of the Depositary which at the date of this
Regulation S Deposit Agreement is 101 Barclay Street, New York, New York 10286.

   SECTION 1.08   Deposited Securities.

         The term "Deposited Securities" as of any time shall mean Shares at
such time deposited or deemed to be deposited under this Regulation S Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder,
subject as to cash to the provisions of Section 4.05.

   SECTION 1.09   Dollars.

         The term "Dollars" shall mean United States dollars.

   SECTION 1.10  DTC.

         The term "DTC" shall mean the Depository Trust Company, or any
successor corporation thereto.

   SECTION 1.11  Euroclear.

         The term "Euroclear" shall mean the Euroclear System currently operated
by Morgan Guaranty Trust Company of New York, Brussels Office.

   SECTION 1.12  Foreign Currency.

         The term "Foreign Currency" shall mean any currency other than Dollars.

                                      -3-

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   SECTION 1.13  Foreign Registrar.

         The term "Foreign Registrar" shall mean the entity that presently
carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and
registration of Shares.

   SECTION 1.14  Holder.

         The term "Holder" shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

   SECTION 1.15  Master Regulation S GDR.

         The term "Master Regulation S GDR" shall mean the Receipt registered in
the name of the nominee of DTC evidencing all Book-Entry Regulation S GDSs, as
provided in Section 2.01(b).

   SECTION 1.16  Physical Regulation S GDSs.

         The term "Physical Regulation S GDSs" shall mean Regulations S GDSs
evidenced by Receipts (other than the Master Regulation S GDR) issued in
physical, certificated form pursuant to Section 2.01(b) at any time that the
book-entry settlement system of DTC is not available for the Book-Entry
Regulation S GDSs as provided in Section 2.01(b).

   SECTION 1.17  Receipts.

         The term "Receipts" shall mean the Regulation S Global Depositary
Receipts, including the Master Regulation S GDR, issued hereunder, in
substantially the form of Exhibit A hereto, evidencing Regulation S Global
Depositary Shares as the same may be amended from time to time in accordance
with the provisions hereof.

   SECTION 1.18  Registrar.

         The term "Registrar" shall mean the Depositary or any bank or trust
company having an office in the Borough of Manhattan, The City of New York,
which shall be appointed to register Receipts and transfers of Receipts and to
countersign

                                      -4-

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Receipts as herein provided and shall include any co-registrars appointed by
the Depositary.

   SECTION 1.19  Regulation S.

         The term "Regulation S" shall mean Regulation S, as from time to time
amended, under the Securities Act.

   SECTION 1.20  Regulation S Deposit Agreement.

         The term "Regulation S Deposit Agreement" shall mean this Regulation S
Deposit Agreement, as the same may be amended from time to time in accordance
with the provisions hereof, and all instruments supplemental hereto.

   SECTION 1.21  Regulation S Global Depositary Shares; Regulation S GDSs;
Regulation S Global Depositary Receipts; Regulation S GDRs.

         The terms "Regulation S Global Depositary Shares" and "Regulation S
GDSs" shall mean the securities representing the interests in the Deposited
Securities and evidenced by Receipts issued hereunder. Each Global Depositary
Share shall represent the right to receive one ordinary Share, until there shall
occur a distribution upon Deposited Securities covered by Section 4.03 or a
change in Deposited Securities covered by Section 4.08 with respect to which
additional Receipts are not executed and delivered, and thereafter Regulation S
Global Depositary Shares shall evidence the rights to receive the amount of
Shares or Deposited Securities specified in such Sections. The terms "Regulation
S Global Depositary Receipts" and "Regulation S GDRs" shall mean the Regulation
S Global Depositary Receipts evidencing the Regulations S GDSs.

   SECTION 1.22  Rule 144.

         The term "Rule 144" shall mean Rule 144, as from time to time amended,
under the Securities Act.

                                      -5-

<PAGE>

   SECTION 1.23  Rule 144A.

         The term "Rule 144A" shall mean Rule 144A, as from time to time
amended, under the Securities Act.

   SECTION 1.24  Rule 144A Global Depositary Shares; Rule 144A GDSs; Rule 144A
Global Depositary Receipts; Rule 144A GDRs.

         The terms "Rule 144A Global Depositary Shares" and "Rule 144A GDSs"
shall mean the Global depositary shares issued pursuant to the Rule 144A
Deposit Agreement. The terms "Rule 144A Global Depositary Receipts" and "Rule
144A GDRs" shall mean the Global depositary receipts evidencing the Rule 144A
GDSs.

   SECTION 1.25  Rule 144A Deposit Agreement.

         The term "Rule 144A Deposit Agreement" shall mean the Rule 144A
Deposit Agreement, dated as of [        ], among the Depositary, Company and the
Holders and Beneficial Owners of Rule 144A Global Depositary Shares issued
thereunder, as the same may be amended from time to time.

   SECTION 1.26  Rule 903.

         The term "Rule 903" shall mean Rule 903, as from time to time amended,
under the Securities Act.

   SECTION 1.27  Rule 904.

         The term "Rule 904" shall mean Rule 904, as from time to time amended,
under the Securities Act.

   SECTION 1.28  Securities Act.

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

                                      -6-

<PAGE>

   SECTION 1.29  Securities Exchange Act.

         The term "Securities Exchange Act" shall mean the United States
Securities Exchange Act of 1934, as from time to time amended.

   SECTION 1.30  Shares.

         The term "Shares" shall mean ordinary shares in registered form of
the Company, nominal value US $0.10 each, heretofore validly issued and
outstanding and fully paid, nonassessable and free of any preemptive rights
of the holders of outstanding Shares, or hereafter validly issued and
outstanding and fully paid, nonassessable and free of any preemptive rights
of the holders of outstanding Shares or interim certificates representing
such Shares; provided, however, that if there shall occur any change in par
value, a split-up or consolidation or any other reclassification or, upon the
occurrence of an event described in Section 4.08, an exchange or conversion
in respect of the Shares, the term "Shares" shall thereafter mean the
successor securities resulting from such change in par value, split-up or
consolidation or such other reclassification or such exchange or conversion.

   SECTION 1.31  United States.

         The term "United States" Shall, except as otherwise provided in this
Regulation S Deposit Agreement or the Receipts, mean the United States of
America, its territories and possessions, any State of the United States, and
the District of Columbia.

ARTICLE 2.  BOOK-ENTRY SYSTEM, FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION
            AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

   SECTION 2.01   Form and Transferability of Receipts.

         (a)  Receipts shall be entitled "Regulation S Global Depositary
Receipts" and shall be substantially in the form set forth in Exhibit
A annexed to this Regulation S Deposit Agreement, with appropriate
insertions, modifications and omissions as hereinafter provided. No
Receipt shall be entitled to any benefits under this



                                      -7-

<PAGE>

Regulation S Deposit Agreement or be valid or obligatory for any purpose, unless
such Receipt shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized signatory of the Depositary and, if a
Registrar (other than the Depositary) for the Receipts shall have been
appointed, countersigned by the manual or facsimile signature of a duly
authorized signatory of the Registrar. The Depositary shall maintain books on
which each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts bearing the manual
or facsimile signature of a duly authorized signatory of the Depositary who was
at any time a proper signatory of the Depositary shall bind the Depositary,
notwithstanding that such signatory has ceased to hold such office prior to the
execution and delivery of such Receipts by the Registrar or did not hold such
office on the date of issuance of such Receipts.

         The Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or modifications not inconsistent with the
provisions of this Regulation S Deposit Agreement as may be required (i) by the
Depositary; (ii) to comply with any applicable law or regulations or with the
rules and regulations thereunder of any securities exchange upon which
Regulation S Global Depositary Shares may be listed or to conform with any
usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject by reason of the date
or manner of issuance of the underlying Deposited Securities or otherwise; or
(iii) by Section 2.01(b) or otherwise.

         The Receipts shall bear a CUSIP number that is different from any CUSIP
number that is or may be assigned to any Rule 144A GDSs evidenced by Rule 144A
GDRs issued by the Depositary pursuant to the Rule 144A Deposit Agreement or
any other restricted Depositary Receipt facility relating to the Shares.

         If applicable, the Receipts shall bear an ISIN number that is different
from any ISIN number that is or may be assigned to any Rule 144A GDSs
evidenced by Rule 144A GDRs issued by the Depositary pursuant to the Rule 144A
Deposit Agreement or any other restricted depositary receipt facility relating
to the Shares.

                                      -8-

<PAGE>

         (b)  The Company and the Depositary shall make application to DTC,
Euroclear and Cedel for acceptance of the Book-Entry Regulations S GDSs for
their respective book-entry settlement systems. The Company hereby appoints the
Depositary acting through any authorized officer thereof as its
attorney-in-fact, with full power to delegate, for purposes of executing any
agreements, certifications or other instruments or documents necessary or
desirable in order to effect the acceptance of the Book-Entry Regulations S GDSs
for DTC, Euroclear and Cedel eligibility, including but not limited to a letter
of representations, with such modifications as are agreed to by the Company and
the other parties thereto.

         So long as the Book-Entry Regulations S GDSs are eligible for
book-entry settlement with DTC, unless otherwise required by law, such
Book-Entry Regulations S GDSs representing the Shares deposited with any
Custodian shall be represented by a Master Regulation S GDR registered in the
name of a nominee of DTC (initially expected to be Cede & Co.) and no person
acquiring such Book-Entry Regulations S GDSs shall receive or be entitled to
receive physical delivery of certificated Receipts evidencing Regulation S
Global Depositary shares. Accordingly, each Beneficial Owner must rely upon the
procedures of DTC and institutions having accounts with DTC to exercise or be
entitled to any rights of a Holder of a Receipt. The Bank of New York or such
other entity as is agreed with DTC may hold the Master Regulation S GDR as
custodian for DTC. During any period in which Book-Entry Regulation S GDSs are
represented by the Master Regulation S GDR, ownership of beneficial interests in
the Master Regulation S GDR shall be shown on, and the transfer of such
ownership shall be effected only through, records maintained by (i) DTC or its
nominee (with respect to participants' interests) or (ii) institutions having
accounts with DTC. All references in this Regulation S Deposit Agreement to
issuance or delivery of Receipts shall be deemed to include, where applicable,
adjustments in the records of the Depositary showing the number of Book-Entry
Regulations S GDSs evidenced by the Master Regulation S GDR.

         For so long as the Master Regulation S GDR is registered in the name of
a nominee of DTC, it shall bear a legend substantially in the following form:

                                      -9-

<PAGE>

         Unless this certificate is presented by an authorized representative
         of The Depository Trust Company, a New York corporation ("DTC"), to
         the agent authorized by the issuer for registration of transfer,
         exchange, or payment, and any certificate issued is registered in the
         name of Cede & Co. or in such other name as is requested by an
         authorized representative of DTC (and any payment is made to Cede &
         Co. or to such other entity as is requested by an authorized
         representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
         registered Holder hereof, Cede & Co., has an interest herein.

         If, at any time when Book-Entry Regulation S GDSs are represented by
the Master Regulation S GDR, DTC ceases to make its book-entry settlement system
available for the Book-Entry Regulations S GDSs, the Company shall consult with
the Depositary regarding other arrangements for book-entry settlement. Only in
the event that it is impracticable without undue effort or expense to have or to
continue to make the Regulations S GDSs available in book-entry form as
determined by the Company and the Depositary shall the Company instruct the
Depositary to make Receipts evidencing Physical Regulation S GDSs available to
the Beneficial Owners in physical, certificated form, which availability shall
be subject to such additions, deletions and modifications to the form of Receipt
attached hereto as Exhibit A and this Regulation S Deposit Agreement, and
subject to the requirements of any other documents, statements or certifications
in connection therewith, as the Company and the Depositary may, from time to
time, agree. In the event of issuance of Receipts in physical, certificated form
evidencing Physical Regulation S GDSs, such Receipts may evidence any number of
Regulation S Global Depositary Shares.

         The Receipts shall be typewritten, in the case of the Master
Regulation S GDR, and otherwise shall be engraved, lithographed, printed or
typewritten, or in such other form as may be agreed upon by the Company and the
Depositary. The Master Regulation S GDR shall bear such legend or legends as
may be required by DTC for acceptance of the Book-Entry Regulation S GDSs for
its book-entry settlement system.

                                      -10-

<PAGE>

The Master Regulation S GDR shall provide that it shall represent the aggregate
amount of Book-Entry Regulations S GDSs from time to time indicated in the
records of the Depositary as being issued hereunder and that the aggregate
amount of Regulation S Global Depositary Shares represented thereby may from
time to time be increased or decreased by the adjustment of such records of the
Depositary and of DTC or its nominee as hereinafter provided.

         (c)  Title to a Receipt (and to the Regulation S Global Depositary
Shares evidenced thereby), when properly endorsed or accompanied by a proper
instrument or instruments of transfer and transferred in accordance with the
terms of this Regulation S Deposit Agreement, shall be transferable by delivery
with the same effect as in the case of a negotiable instrument under the laws of
State of New York; provided, however, that the Depositary, notwithstanding any
notice to the contrary, may treat the Holder thereof as the absolute holder
thereof for the purpose of determining the person entitled to distribution of
dividends or other distributions or to any notice provided for in this
Regulation S Deposit Agreement and for all other purposes and neither the
Depositary nor the Company will have any obligation or be subject to any
liability under this Regulation S Deposit Agreement to any holder of a Receipt
unless such holder is the Holder thereof.

   SECTION 2.02   Deposit of Shares.

         (a)  Subject to the terms and conditions of this Regulation S Deposit
Agreement, Shares or evidence of rights to receive Shares may be deposited under
this Regulation S Deposit Agreement by delivery thereof to any Custodian
hereunder, accompanied by any appropriate instrument or instruments of transfer,
or endorsement, in form satisfactory to the Custodian, together with a duly
executed and completed written certification and agreement ("Depositor
Certificate"), in substantially the form attached as Annex I hereto, by or on
behalf of the person who will be the Beneficial Owner of the Regulation S Global
Depositary Shares to be issued upon deposit of such Shares, and all such
certifications, documents, other information and payments as may be required by
the Depositary or the Custodian in accordance with the provisions of this
Regulation S

                                      -11-

<PAGE>

Deposit Agreement, and, if the Depositary requires, together with a written
order (1) directing the Depositary to adjust its records, as contemplated by
Section 2.01(b), so as to increase, by the number of Regulation S Global
Depositary Shares representing such deposited Shares, the number of Regulation S
Global Depositary Shares evidenced by the Master GDR, and specifying the person
or persons to whose DTC participant account such increase in the number of
Regulation S Global Depositary Shares should be credited or (2) in the case of
deposits made at any time that DTC's book-entry settlement system is not
available for the Book-Entry Regulations S GDSs as provided in Section 2.01(b),
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons stated in such order a Receipt or Receipts in physical
certificated form, for the number of Regulation S GDSs representing such
deposited Shares. A deposit of Shares pursuant to the preceding sentence may
also be made by the delivery to the Custodian of Shares withdrawn from deposit
under the Rule 144A Deposit Agreement, only if such Shares are no longer
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act.

         No Share shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that all conditions to such deposit have been
satisfied by the person depositing such Shares under Jersey laws and regulations
and any necessary approval has been granted by any governmental body in Jersey,
which is then performing the function of the regulation of currency exchange or
any other function which requires approval for the deposit of Shares. If
required by the Depositary, Shares presented for deposit at any time, whether or
not the transfer books of the Company or the Foreign Registrar, if applicable,
are closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.

                                      -12-

<PAGE>

         The Depositary will refuse to accept Shares for deposit whenever it is
notified in writing that such deposit would result in any violation of
applicable laws or the Company's Memorandum or Articles of Association.

         At the request, risk and expense of any person proposing to deposit
Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments and
payments herein specified, for the purpose of forwarding such Share certificates
to the Custodian for deposit hereunder.

         Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents and payments
specified above, such Custodian shall, as soon as transfer and recordation can
be accomplished, present such certificate or certificates to the Company or the
appointed agent of the Company for transfer and registration of Shares, which
may but need not be the Foreign Registrar, if applicable, for transfer and
recordation of the Shares being deposited in the name of the Depositary or its
nominee or such Custodian or its nominee.

         (b)    The Depositary agrees to instruct the Custodian to place all
Shares accepted for deposit under this Regulation S Deposit Agreement into
segregated accounts separate from any Shares of the Company that may be held by
such Custodian under any other depositary receipt facility relating to the
Shares.

         (c)    Deposited Securities shall be held by the Depositary or by a
Custodian for the account and to the order of the Depositary or at such other
place or places as the Depositary shall determine.

   SECTION 2.03   Execution and Delivery of Receipts.

         (a)    Upon receipt by any Custodian of any deposit pursuant to
Section 2.02(b) hereunder (and in addition, if the transfer books of the Company
or the Foreign Registrar, if applicable, are open, the Depositary may in its
sole discretion require a proper acknowledgment or other evidence from the
Company that any Deposited Securities have been recorded upon the books of the
Company or the Foreign Registrar, if applicable, in the name of the Depositary
or its nominee or such Custodian

                                      -13-

<PAGE>

or its nominee), together with the other documents and payments required as
specified above and pursuant to Section 2.06, such Custodian shall notify the
Depositary of such deposit and the name and DTC account number of the DTC
participant or participants to whose account(s) the Book-Entry Regulations S
GDSs should be credited or, if DTC's book-entry settlement system is not then
available for the Book-Entry Regulations S GDSs as provided in Section 2.01(b),
the person or persons to whom or upon whose written order a certificated Receipt
or Receipts for Physical Regulation S GDSs are deliverable in respect thereof
and the number of Regulation S Global Depositary Shares to be evidenced thereby.
Such notification shall be made by letter or, at the request, risk and expense
of the person making the deposit, by air courier, cable, telex or facsimile
transmission.

         Upon receiving such notice from such Custodian, the Depositary or its
agent, subject to this Regulation S Deposit Agreement, shall (a) if DTC's
book-entry settlement system is then available for the Book-Entry Regulation S
GDSs (i) adjust its records to reflect such deposit so as to evidence the
aggregate number of Book-Entry Regulations S GDSs then outstanding and (ii)
instruct DTC to adjust its records to reflect such increase and credit the
designated DTC participant account or accounts with such increase, or (b) if
DTC's book-entry settlement system is not then available for Book-Entry
Regulations S GDSs as provided in Section 2.01(b), execute and deliver outside
the United States at the expense and risk of the person depositing such Shares,
to or upon the order of the person or persons named in the notice delivered to
the Depositary, a certificated Receipt or Receipts, registered in the name or
names requested by such person or persons, and evidencing in the aggregate the
number of Physical Regulation S GDSs to which such person or persons are
entitled, but, in the either case, (A) only upon payment to the Depositary or
Custodian of all taxes and governmental charges and fees payable in connection
with such deposit and the transfer of the deposited Shares and (B) subject to
the other terms of this Regulation S Deposit Agreement and the provisions of the
Company's Articles of Association or Memorandum of Association and of the
Deposited Securities.

                                      -14-

<PAGE>

         Except in the case of the initial deposit of Shares by the Company, the
Depositary shall neither execute nor deliver a Receipt nor adjust its records in
respect of any deposit of Shares unless a Depositor Certificate in substantially
the form appearing as Annex I hereto is provided to the Depositary by or on
behalf of the person acquiring beneficial ownership of any GDS.

   SECTION 2.04   Transfer of Receipts; Combination and Split-up of Receipts.

         The Depositary, subject to the terms and conditions of this Regulation
S Deposit Agreement, including payment of the fees of the Depositary as provided
in Section 5.09, shall register transfers of Receipts on its transfer books from
time to time, (a) if the book-entry settlement system of DTC is then available
for the Book-Entry Regulations S GDSs, upon receipt by the Depositary at its
Corporate Trust Office of written instructions from DTC or DTC's nominee on
behalf of any Beneficial Owner and (b) if the book-entry settlement system of
DTC shall become unavailable for the Book-Entry Regulations S GDSs, upon
surrender at the Corporate Trust Office of the Depositary of a Receipt, by the
Holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a proper instrument or instruments of transfer (including, in the
case of any Receipt in physical, certificated form, the due execution and
completion of any endorsements appearing thereon relating to compliance with
restrictions applicable to the transfer thereof), and duly stamped as may be
required by the laws of the State of New York and of the United States.
Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the
same to or upon the order of the person entitled thereto, subject to receipt of
any certifications by such person as the Depositary and the Company may require
in order to comply with applicable laws, but only upon payment to the Depositary
of the fees of the Depositary as provided in Section 5.09.

         The Depositary may deliver a Receipt or Receipts in exchange for an
unrestricted depositary receipt or unrestricted depositary receipts, upon the
same terms and subject to the same conditions as apply to a deposit for a
Receipt under Section 2.02(b).

                                      -15-

<PAGE>

         The Depositary, subject to the terms and conditions of this Regulation
S Deposit Agreement, shall upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts,
execute and deliver a new Receipt or Receipts for any authorized number of
Regulation S Global Depositary Shares requested, evidencing the same aggregate
number of Regulation S Global Depositary Shares as the Receipt or Receipts
surrendered.

         Notwithstanding the foregoing, with respect to any transfer of a
Receipt evidencing Physical Regulation S GDSs, upon the surrender of such
Receipt together with written instructions as to the person or persons, or to
whose DTC participant account the Physical Regulation S GDSs to be transferred
are to be credited, the Depositary will, if at the time DTC's book-entry
settlement system is available for Book-Entry Regulations S GDSs, cancel the
surrendered Receipt, adjust its records, and instruct DTC to adjust its records,
so as to increase the number of Global Depositary Shares represented by the
Master GDR by the number of Physical Regulation S GDSs evidenced by the Receipt
so surrendered for transfer and inform DTC as to the person or persons, or to
whose DTC participant account such Regulation S Global Depositary Shares are to
be credited.

         The Depositary may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Holders or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.

   SECTION 2.05   Surrender of Receipts and Withdrawal of Shares.

         Subject to the terms and conditions of this Regulation S Deposit
Agreement, upon (i) receipt by the Depositary at its Corporate Trust Office of
written instructions from DTC or DTC's nominee or Euroclear or Cedel on behalf
of any Beneficial Owner, if the book-entry settlement system of DTC is then
available for the Book-Entry Regulations S GDSs, and (ii) surrender at the
Corporate Trust Office of the

                                      -16-

<PAGE>

Depositary of a Receipt evidencing Book-Entry Regulations S GDSs or Physical
Regulation S GDSs, if the book-entry settlement system of DTC shall have become
unavailable for Book-Entry Regulations S GDSs, in either case for the purpose
of withdrawal of the Deposited Securities represented by the Regulation S
Global Depositary Shares evidenced by such Receipt or representing such person's
beneficial interest in Book-Entry Regulations S GDSs evidenced by the Master
GDR, and upon payment of the fee of the Depositary for the surrender of Receipts
as provided in Section 5.09 and payment of all taxes and governmental charges
payable in connection with such surrender and withdrawal of the Deposited
Securities, and subject to the terms and conditions of this Regulation S Deposit
Agreement, Memorandum or Articles of Association of the Company, the Deposited
Securities and applicable law, the Holder of such Receipt acting for itself or
on behalf of the Beneficial Owner or DTC participant, as the case may be, shall
be entitled to delivery at the office of the Custodian, to him or upon his
order, of the amount of Deposited Securities at the time represented by the
Regulation S Global Depositary Shares evidenced by such Receipt or such
beneficial interest in Book-Entry Regulations S GDSs evidenced by the Master
GDR. Delivery of such Deposited Securities may be made by the delivery of (x)
certificates in the name of such Holder or as ordered by him or certificates
properly endorsed as accompanied by a proper instrument or instruments of
transfer to such Holder or as ordered by him, and (y) any other securities,
property and cash to which such Holder is then entitled in respect of such
Receipts to such Holder or as ordered by him. Such delivery shall be made, as
hereinafter provided, without unreasonable delay.

         A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by a proper
instrument or instruments of transfer in blank, and if the Depositary so
requires, the Holder thereof or the Beneficial Owner of an interest as to which
withdrawal instructions have been given, as the case may be, shall execute and
deliver to the Depositary a written order directing the Depositary to cause the
Deposited Securities being withdrawn to be delivered to or upon the written
order of a person or persons designated in such order. Thereupon the

                                      -17-

<PAGE>

Depositary shall direct the Custodian to deliver at the London office of such
Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and
conditions of this Regulation S Deposit Agreement, to or upon the written order
of the person or persons designated in order delivered to the Depositary as
above provided, the amount of Deposited Securities represented by the Regulation
S Global Depositary Shares evidenced by such Receipt or such beneficial interest
in Book-Entry Regulations S GDSs evidenced by the Master GDR, except that the
Depositary may make delivery to such person or persons at the Corporate Trust
Office of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by the Regulation S Global Depositary Shares
evidenced by such Receipt or such beneficial interest, or of any proceeds of
sale of any dividends, distributions or rights, which may at the time be held by
the Depositary.

         At the request, risk and expense of any Holder so surrendering a
Receipt or any Beneficial Owner submitting such written instructions for
delivery, and for the account of such Holder or Beneficial Owner, the Depositary
shall direct the Custodian to forward any cash or other property (other than
rights) comprising, and forward a certificate or certificates and other proper
documents of title for, the Deposited Securities represented by the Regulation S
Global Depositary Shares evidenced by such Receipt or the beneficial interest in
Book-Entry Regulations S GDSs evidenced by the Master GDR to the Depositary for
delivery at the Corporate Trust Office of the Depositary. Such direction shall
be given by letter or, at the request, risk and expense of such Holder, by air
courier, cable, telex or facsimile transmission.

         Notwithstanding the foregoing, each Holder acknowledges that, and each
of the Depositary and the Custodian agrees that, prior to the expiration of the
Restricted Period, neither the Custodian nor the Depositary will make any actual
delivery of Shares to any Holder at an address within the United States (as
defined under Regulation S).

                                      -18-

<PAGE>

   SECTION 2.06   Limitations on Execution and Delivery, Transfer and Surrender
of Receipts and Withdrawal of Deposited Securities.

         (a)   As a condition precedent to the execution and delivery,
registration, registration of transfer, split-up, combination or surrender of
any Receipt or beneficial interest in the Master GDR or withdrawal of any
Deposited Securities or the adjustment of the Depositary's records to reflect
the deposit of Shares or any such transfer, split-up, combination, surrender or
withdrawal, the Depositary, Custodian or Registrar may require payment from the
depositor of Shares or the presenter of the Receipt of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to the Shares being deposited or withdrawn) and payment of any
applicable fees as herein provided, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with any regulations the Depositary may establish
consistent with the provisions of this Regulation S Deposit Agreement,
including, without limitation, this Section 2.06.

         (b)   The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or deposits of Shares
may be refused, or the transfer of Receipts in particular instances may be
refused, or the registration of transfer, split-up or combination of outstanding
Receipts, or the surrender of outstanding Receipts or the receipt of written
instructions from any person having a beneficial interest in Book-Entry
Regulations S GDSs represented by the Master GDR for the purpose of withdrawal
of Deposited Securities, may be suspended generally or in particular instances,
during any period when the transfer books of the Depositary or the Company or
the Foreign Registrar, if applicable, are closed, or if any such action is
deemed necessary or advisable by the Depositary or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Regulation S
Deposit Agreement, or for any other reason.

                                      -19-

<PAGE>

         (c)   Without limiting the foregoing, Shares which the Depositary
believes have been withdrawn from a restricted depositary receipt facility
established or maintained by a depositary bank (including any such other
facility maintained by the Depositary pursuant to the Rule 144A Deposit
Agreement) may be accepted for deposit hereunder only if such Shares are not
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, and the Depositary may, as a condition to accepting the deposit
of such Shares hereunder, require the person depositing such Shares to provide
the Depositary with a certificate in writing to the foregoing effect.

   SECTION 2.07   Lost Receipts.

         In case any Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor in exchange and
substitution for such mutilated Receipt upon cancellation thereof, or in lieu of
and in substitution for such destroyed, lost or stolen Receipt. Before the
Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt, the Holder thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other
reasonable requirements imposed by the Depositary.

   SECTION 2.08   Cancellation and Destruction of Surrendered Receipts.

         All Receipts physically surrendered to the Depositary shall be
cancelled by the Depositary. The Depositary is authorized to destroy Receipts
so cancelled.

   SECTION 2.09   Pre-Release.

         Notwithstanding Section 2.03 hereof, the Depositary may execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a
"Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release
or the Depositary knows that such Receipt has been Pre-Released. The Depositary
may receive Receipts in lieu of Shares in

                                      -20-

<PAGE>

satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts or
Shares are to be delivered, that such person, or its customer, owns the Shares
or Receipts to be remitted, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of Global Depositary Shares
which are outstanding at any time as a result of Pre-Release will not normally
exceed thirty percent (30%) of the Shares deposited hereunder; provided,
however, that the Depositary reserves the right to change or disregard such
limit from time to time as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.

         The person to whom any Pre-Release is to be made pursuant to this
Section 2.09 shall be required to deliver to the Depositary a duly executed and
completed Depositor Certificate in substantially the form attached hereto as
Annex I.

   ARTICLE 3. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.

   SECTION 3.01   Filing Proofs, Certificates and Other Information.

         Any person presenting Shares for deposit or any Holder or Beneficial
Owner of a Receipt may be required from time to time to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, proof of the identity of any person legally or beneficially interested
in the Receipt and the nature of such interest, proof of compliance with all
applicable laws and regulations provisions of or governing Deposited Securities
and the terms of this Regulation S Deposit Agreement or such information
relating to the registration on the books of the Company or the Foreign
Registrar, if applicable, of the Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties, as the Depositary may deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of any Receipt or the
distribution of any dividend or

                                      -21-

<PAGE>

distribution of rights or of the sale proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made.

   SECTION 3.02   Liability of Holder for Taxes.

         If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented by the Regulation S Global Depositary Shares evidenced by
any Receipt, such tax or other governmental charge shall be payable by the
Holder or Beneficial Owner of such Receipt to the Depositary. The depositary may
refuse to effect registration of transfer of such Receipt (or any split-up or
combination thereof) or any withdrawal of Deposited Securities represented by
the Regulation S Global Depositary Shares evidenced by such Receipt until such
payment is made, and may withhold any dividends or other distributions in
respect of any Deposited Securities, or may sell for the account of the Holder
or Beneficial Owner thereof any part or all of the Deposited Securities
represented by the Regulation S Global Depositary Shares evidenced by such
Receipt, and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax or other governmental charge and the Holder
or Beneficial Owner of such Receipt shall remain liable for any deficiency.

   SECTION 3.3   Warranties on Deposit or Withdrawal of Shares.

         Every person depositing Shares under this Regulation S Deposit
Agreement shall be deemed thereby to represent and warrant, in addition to such
representations and warranties as may be required pursuant to Section 2.02, that
such Shares and each certificate therefor are validly issued, fully paid,
nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized to do so.
Such representations and warranties shall survive the deposit of such Shares and
issuance of Receipts.

         Each person depositing or withdrawing Shares (other than the Company)
will be deemed to acknowledge, represent and warrant to the same effect as the

                                      -22-

<PAGE>

acknowledgment and certifications set out in paragraphs 2, 3 and 4 of Annex I.
Each such purchaser and each such person depositing or withdrawing Shares will
be deemed to represent that it understands that the Receipts and the underlying
Shares, unless otherwise agreed by the Company and Depositary, will bear one or
more legends substantially to the effect set out in Sections 2.01(a) and
2.01(b). Such acknowledgements, representations, warranties and agreements shall
survive any such purchase, deposit or withdrawal.

   SECTION 3.04   Disclosure of Interests.

         The Company, or the Depositary if instructed by the Company to so
request, may from time to time request Regulations S Holders, former Regulation
S Holders, Regulation S Beneficial Owners or former Beneficial Owners of
Regulation S GDRs to provide information as to the capacity in which they hold
or held Regulation S GDRs or own or owned such beneficial interest and regarding
the identity of any other person then or previously interested in such
Regulation S GDRs and the nature of such interest. Each Regulation S Holder or
Regulation S Beneficial Owner agrees to provide any such information reasonably
requested by the Company, or such Depositary pursuant to the respective Deposit
Agreements.

ARTICLE 4. THE DEPOSITED SECURITIES.

   SECTION 4.01   Cash Distributions.

         Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, if such cash is
received in Foreign Currency, subject to the provisions of section 4.05, convert
such dividend or distribution into Dollars and shall distribute the amount thus
received (net of the fees and expenses of the Depositary as provided in Section
5.09) to the Holders entitled thereto, in proportion to the number of Regulation
S Global Depositary Shares representing such Deposited Securities evidenced by
Receipts held by them respectively; provided, however, that in the event that
the Company or the Depositary or the Custodian shall be required to withhold and
does withhold from such cash dividend or such other cash

                                      -23-

<PAGE>

distribution an amount on account of taxes or other governmental charges, the
amount distributed to the Holder of the Receipts evidencing Regulation S Global
Depositary Shares representing such Deposited Securities shall be reduced
accordingly. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Holder a fraction of one cent. Any
such fractional amounts shall be rounded to the nearest whole cent and so
distributed to Holders entitled thereto. The Company or its agent will remit to
the appropriate governmental agency in Jersey all amounts withheld and owing to
such agency. The Depositary will forward to the Company or its agent such
information from its records as the Company may reasonably request to enable the
Company or its agent to file necessary reports with governmental agencies, and
the Depositary or the Company or its agent may file any such reports necessary
to obtain benefits under the applicable tax treaties for the Holders or
Receipts.

   SECTION 4.02   Distributions Other than Cash, Shares or Rights.

         Subject to the provisions of Sections 4.11 and 5.09, whenever the
Depositary or Custodian shall receive any distribution other than a distribution
described in Section 4.01, 4.03 or 4.04, the Depositary shall cause the
securities or property received by it to be distributed to the Holders entitled
thereto, after the deduction or upon payment of any fees and expenses of the
Depositary or any taxes or other governmental charges, in proportion to the
number of Regulation S Global Depositary Shares representing such Deposited
Securities evidenced by Receipts held by them respectively, in any manner that
the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Holders entitled thereto,
or if for any other reason (including, but not limited to, any requirement that
the Company or the Depositary or the Custodian withhold an amount on account of
taxes or other governmental charges or that such property consists of securities
that must registered under the Securities Act in order to be distributed to
Holders or Beneficial Owners) the Depositary, after consultation with the
Company, deems such distribution not to be feasible, the Depositary may adopt
such method as it may deem equitable and practicable

                                      -24-

<PAGE>

for the purpose of effecting such distribution, including, but not limited to,
the public or private sale of the securities or property thus received, or any
part thereof, and the net proceeds of any such sale (net of the fees and
expenses of the Depositary as provided in Section 5.09) shall be distributed by
the Depositary to the Holders entitled thereto, all in the manner and subject to
the conditions described in Section 4.01. Each beneficial owner of Receipts or
Shares so distributed shall be deemed to have acknowledged that the Shares have
not been registered under the Securities Act and to have agreed to comply with
the restrictions on transfer described in the form of legend set forth in
Section 2.01 hereof.

         There can be no assurance that the Depositary will be able to effect
any currency conversion or to sell or otherwise dispose of any distributed or
offered property or rights in a timely manner or at a particular price or at
all.

   SECTION 4.03   Distribution in Shares.

         If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may either (i) if
Book-Entry Regulations S GDSs are available reflect on the records of the
Depositary such increase in the aggregate number of Regulations S GDSs
representing Shares evidenced by the Master GDR and give notice to DTC of the
related increase in the number of Regulations S GDSs evidenced by the Master GDR
or (ii) if Book-Entry Regulations S GDSs are not available, distribute to the
Holders of outstanding Receipts entitled thereto, in proportion to the number of
Regulation S Global Depositary Shares representing such Deposited Securities
evidenced by Receipts held by them respectively, additional Receipts evidencing
an aggregate number of Regulation S Global Depositary Shares representing the
amount of Shares received as such dividend or free distribution, subject to the
terms and conditions of the Regulation S Deposit Agreement with respect to
deposit of Shares and the issuance of Regulation S Global Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of the fees and
expenses of the Depositary as provided in Section 5.09. The Depositary may
withhold any such distribution of Receipts if it has not

                                      -25-

<PAGE>

received satisfactory assurances from the Company that such distribution does
not require registration under the Securities Act or is exempt from registration
under the provisions of such Act. In lieu of delivering Receipts for fractional
Regulation S Global Depositary Shares in any such case, the Depositary shall
sell the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and subject to the conditions
described in Section 4.01. If such adjustments on the records of the Depositary
are not so made or additional Receipts are not so distributed, each Global
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby. Each Beneficial
Owner of Receipts or Shares so distributed shall be deemed to have acknowledged
that the Shares have not been registered under the Securities Act and to have
agreed to comply with the restrictions on transfer described in the form of
legend set forth in Section 2.01 hereof.

   SECTION 4.04   Rights.

         In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any
Holders or in disposing of such rights on behalf of any Holders and making the
net proceeds available to such Holders or, if by the terms of such rights
offering or for any other reason, the Depositary may not either make such rights
available to any Holders or dispose of such rights and make the net proceeds
available to such Holders, then the Depositary shall allow the rights to lapse.
If at the time of the offering of any rights the Depositary determines in its
discretion that it is lawful and feasible to make such rights available to all
or certain Holders but not to other Holders, the Depositary may, if the Company
so requests, distribute to any Holder to whom it determines the distribution to
be lawful and feasible, in proportion to the number of Regulation S Global
Depositary Shares held by such Holder, warrants or other instruments therefor in
such form as it deems appropriate.

         In circumstances in which rights would otherwise not be distributed,
if a Holder of Receipts requests the distribution of warrants or other
instruments in order to

                                      -26-

<PAGE>

exercise the rights allocable to the Regulation S Global Depositary Shares of
such Holder hereunder, the Depositary will make such rights available to such
Holder upon written notice from the Company to the Depositary that (a) the
company has elected in its sole discretion to permit such rights to be exercised
and (b) such Holder has executed such documents as the Company has determined in
its sole discretion are reasonably required under applicable law.

         If the Depositary has distributed warrants or other instruments for
rights to all or certain Holders, then upon instruction from such a Holder
pursuant to such warrants or other instruments to the Depositary from such a
Holder to exercise such rights, upon payment by such Holder to the Depositary
for the account of such Holder of an amount equal to the purchase price of the
Shares to be received upon the exercise of the rights, and upon payment of the
fees and expenses of the Depositary and any other charges as set forth in such
warrants or other instruments, the Depositary shall, on behalf of such Holder,
exercise the rights and purchase the Shares, and the Company shall cause the
Shares so purchased to be delivered to the Depositary on behalf of such Holder.
As agent for such Holder, the Depositary will cause the Shares so purchased to
be deposited pursuant to Section 2.02 of this Regulation S Deposit Agreement,
and shall, pursuant to Section 2.03 of this Regulation S Deposit Agreement,
execute and deliver Receipts to such Holder. In the case of a distribution
pursuant to the second paragraph of this section, such Receipts shall be
legended in the manner provided in Section 2.01 and in accordance with
applicable U.S. laws, and shall be subject to the appropriate restrictions on
sale, deposit, cancellation, and transfer under such laws.

         If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Holders, it may
sell the rights, warrants or other instruments in proportion to the number of
Regulation S Global Depositary Shares held by the Holders to whom it has
determined it may not lawfully or feasibly make such rights available, and
allocate the net proceeds of such sales (net of the fees and expenses of the
Depositary as provided in Section 5.09 and all taxes and governmental charges
payable in connection with such rights and subject to the terms and

                                      -27-

<PAGE>

conditions of this Regulation S Deposit Agreement) for the account of such
Holders otherwise entitled to such rights, warrants or other instruments, upon
an averaged or other practical basis without regard to any distinctions among
such Holders because of exchange restrictions or the date of delivery of any
Receipt or otherwise.

         The Depositary will not offer rights of Holders unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act with respect to a distribution to all
Holders or are registered under the provisions of such Act; provided, that
nothing in this Regulation S Deposit Agreement shall create any obligation on
the part of the Company to file a registration statement with respect to such
rights or underlying securities or to endeavor to have such a registration
statement declared effective. If a Holder of Receipts requests the distribution
of warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Holder is exempt from such registration.

         The Depositary shall not be responsible for any failure to
determine that it may be lawful or feasible to make such rights available to
Holders in general or any Holder in particular.

   SECTION 4.05   Conversion of Foreign Currency.

         Whenever the Depositary shall receive Foreign Currency, by way of
dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
Foreign Currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale
or in any other manner that it may determine, such Foreign Currency into
Dollars, and such Dollars shall be distributed, as promptly as practicable, to
the Holders entitled thereto or, if the Depositary shall have distributed any
warrants or other instruments which entitle the holders thereof to such
Dollars, then to the holders of

                                      -28-

<PAGE>

such warrants and/or instruments, as applicable, upon surrender thereof for
cancellation in whole or in part depending upon the terms of such warrants or
other instruments. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Holders on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.09.

         If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

         If at any time the Depositary shall determine in its judgment
that any Foreign Currency received by the Depositary is not convertible on a
reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may
distribute the Foreign Currency (or an appropriate document evidencing the
right to receive such Foreign Currency) received by the Depositary to, or in
its discretion may hold such Foreign Currency uninvested and without liability
for interest thereon for the respective accounts of, the Holders entitled to
receive the same.

         If any such conversion of Foreign Currency, in whole or in part,
cannot be effected for distribution to some of the Holder entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Holders entitled thereto and may
distribute the balance of the Foreign Currency received by the Depositary to,
or hold such balance uninvested and without liability for interest thereon for
the respective accounts of, the Holders entitled thereto.

   SECTION 4.06   Fixing of Record Date.

         Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the
Depositary shall receive

                                      -29-

<PAGE>

notice of any meeting of holders of Shares or other Deposited Securities, or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each Global Depositary Share, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a
record date which shall be the same date as the record date, if any, applicable
to the Deposited Securities, or as close thereto as practicable (a) for the
determination of the Holders who shall be (i) entitled to receive such
dividend, distribution or rights or the net proceeds of the sale thereof, (ii)
entitled to give or forward instructions for the exercise of voting rights at
any such meeting or (iii) to receive information on such meeting, subject to
the provisions of the Deposit Agreement, or (b) on or after which each Global
Depositary Share will represent the changed number of Shares. Subject to the
provisions of Sections 4.01 through 4.05 and to the other terms and conditions
of this Regulation S Deposit Agreement, the Holders on such record date shall be
entitled, as the case may be, to receive the amount distributable by the
Depositary with respect to such dividend or other distribution or such rights
or the net proceeds of sale thereof in proportion to the number of Regulation
S Global Depositary Shares evidenced by Receipts held by them respectively and
to give voting instructions, to exercise the rights of Holders hereunder with
respect to such changed number of Shares and to act in respect of any other
such matter.

   SECTION 4.07   Voting of Deposited Securities.

         Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if instructed in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Holders a notice, the
form of which notice shall be in the sole discretion of the Depositary, which
shall contain (a) such information as is contained in such notice of meeting
received by the Depositary from the Company, (b) a statement that the Holders
as of the close of business on a specified record date will be entitled,
subject to any applicable provision of Jersey law and of the Articles of
Association or Memorandum of Association of the Company, to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented by their respective
Regulation S Global Depositary

                                      -30-

<PAGE>

Shares and (c) a statement as to the manner in which such instructions may be
given. Upon the written request of a Holder on such record date, received on or
before the date established by the Depositary for such purpose, the Depositary
shall endeavor, insofar as practicable, to vote or cause to be voted the amount
of Shares or other Deposited Securities represented by the Regulation S Global
Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request. The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions.

   SECTION 4.08   Changes Affecting Deposited Securities.

         In circumstances where the provisions of Section 4.03 do not apply,
upon any change in nominal value, change in par value, split-up, consolidation
or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Company or to which it is a party, any shares or other securities
or property which shall be received by the Depositary or a Custodian in
exchange for or in conversion, replacement or otherwise in respect of Deposited
Securities, shall be treated as new Deposited Securities under this Regulation
S Deposit Agreement, and Regulation S Global Depositary Receipts shall, subject
to the terms of the Deposit Agreement and applicable laws (including any
registration requirements under the Securities Act) thenceforth evidence GDSs
representing, in addition to the existing Deposited Securities, the right to
receive the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence. In
any such case the Depositary may, and shall, if the Company so requests, (a) if
Book-Entry Regulations S GDSs are available, make appropriate entry in its
records, or (b) if Book-Entry Regulations S GDSs are not available, either (i)
execute and deliver additional Receipts as in the case of a dividend in Shares
or (ii) call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.

                                      -31-

<PAGE>

   SECTION 4.09   Reports.

         The Depositary shall make available for inspection by Holders and
Beneficial Owners at its Corporate Trust Office any notices, reports and
communications, including any proxy soliciting material, received from the
Company which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary shall also send to the
Holders copies of such reports when furnished by the Company pursuant to
Section 5.06.

   SECTION 4.10  Lists of Holders.

         Upon request by the Company, the Depositary shall, at the expense of
the Company, furnish to it a list, as of a recent date, of the names, addresses
and holdings of Regulation S Global Depositary Shares by all persons in whose
names Receipts are registered on the books of the Depositary.

   SECTION 4.11  Withholding.

         In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Holders entitled
thereto in proportion to the number of Regulation S Global Depositary Shares
held by them respectively.

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

   SECTION 5.01   Maintenance of Office and Transfer Books by the Depositary.

         Until termination of this Regulation S Deposit Agreement in accordance
with its terms, the Depositary shall maintain in the Borough of Manhattan, The
City of

                                      -32-

<PAGE>

New York, facilities for the execution and delivery, registration, registration
of transfers and surrender of Receipts in accordance with the provisions of this
Regulation S Deposit Agreement.

         The Depositary shall keep books at its Corporate Trust Office for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Holders, Beneficial Owners and the Company,
provided that such inspection shall not be for the purpose of communicating with
Holders or Beneficial Owners in the interest of a business or object other than
the business of the Company or a matter related to this Regulation S Deposit
Agreement or the Receipts.

         The Depositary may close the transfer books, at any time or from time
to time, when deemed expedient by it in connection with the performance of its
duties hereunder.

         If any Receipts or the Regulation S Global Depositary Shares evidenced
thereby are listed on one or more stock exchanges in the United States, the
Depositary shall act as Registrar or appoint a Registrar or one or more
co-registrars for registry of such Receipts in accordance with any requirements
of such exchange or exchanges.

   SECTION 5.02   Prevention or Delay in Performance by the Depositary or the
Company.

         Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Holder or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law, regulation, order, decree, moratorium or fiat of the
United States or any other country, or of any governmental or regulatory
authority or stock exchange, or by reason of any provision, present or future,
of the Articles of Association or Memorandum of Association of the Company, or
by reason of any provision of any securities issued or distributed by the
Company, or any offering or distribution thereof, or by reason of any act of God
or war or other circumstances beyond its control, the Depositary or the Company
or any of their directors, employees, agents or affiliates shall be prevented,
delayed or forbidden from, or be subject to any civil or criminal penalty on
account of,

                                      -33-

<PAGE>

doing or performing any act or thing which by the terms of the Regulation S
Deposit Agreement or Deposited Securities it is provided shall be done or
performed; nor shall the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates incur any liability to any Holder or
Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of this
Regulation S Deposit Agreement it is provided shall or may be done or performed,
or by reason of any exercise of, or failure to exercise, any discretion provided
for in this Regulation S Deposit Agreement. Where, by the terms of a
distribution pursuant to Section 4.01, 4.02, or 4.03 of this Regulation S
Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of
this Regulation S Deposit Agreement, or for any other reason, such distribution
or offering may not be made available to Holders, and the Depositary may not
dispose of such distribution or offering on behalf of such Holders and make the
net proceeds available to such Holders, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.

   SECTION 5.03   Obligations of the Depositary, the Custodian and the Company.

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

         The Depositary assumes no obligation nor shall it be subject to any
liability under this Regulation S Deposit Agreement to any Holder or Beneficial
Owner (including, without limitation, liability with respect to the validity or
worth of the Deposited Securities), except that it agrees to perform its
obligations specifically set forth in this Regulation S Deposit Agreement
without negligence or bad faith.

         Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the Receipts, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it in
its sole discretion against all

                                      -34-

<PAGE>

expense and liability shall be furnished as often as may be required, and the
Custodian shall not be under any obligation whatsoever with respect to such
proceeding, the responsibility of the Custodian being solely to the Depositary.

         Neither the Depositary nor the Company shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder, or
any other person believed by it in good faith to be competent to give such
advice or information including, but not limited to, any such action or
nonaction based upon any written notice, request, direction or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.

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

         The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

         No disclaimer of liability under the Securities Act is intended by any
provision of this Regulations S Deposited Agreement.

   SECTION 5.04   Resignation and Removal of the Depositary; Appointment of
Successor 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.

                                      -35-

<PAGE>

         The Depositary may at any time be removed by the Company by written
notice of such removal effective upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Every successor depositary shall
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; but such
predecessor; but such predecessor, nevertheless, upon payment of all sums due it
and on the written request of the Company shall execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all right, title
and interest in the Deposited Securities to such successor, and shall deliver to
such successor a list of the Holders of all outstanding Receipts. Any such
successor depositary shall promptly mail notice of its appointment to the
Holders.

         Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

   SECTION 5.05   The Custodians.

         The Depositary may appoint from time to time one or more agents to act
for it as Custodian hereunder. Any such Custodian shall be subject at all times
and in all respects to the directions of the Depositary and shall be responsible
solely to it. Any Custodian may resign and be discharged from its duties
hereunder by notice of such resignation delivered to the Depositary at least 30
days prior to the date on which such resignation is to become effective. If upon
such resignation there shall be no Custodian acting hereunder, the Depositary
shall, promptly after receiving such notice, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder. Whenever
the Depositary in its discretion determines that it is in the best

                                      -36-

<PAGE>

interest of the Holders to do so, it may appoint a substitute or additional
custodian or custodians, each of which shall thereafter be one of the Custodians
hereunder. Upon demand of the Depositary any Custodian shall deliver such of
the Deposited Securities held by it as are requested of it to any other
Custodian or such substitute or additional custodian or custodians. Each such
substitute or additional custodian shall deliver to the Depositary, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.

         Upon the appointment of any successor depositary hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of each
Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to
such Custodian all such instruments as may be proper to give to such Custodian
full and complete power and authority as agent hereunder of such successor
depositary.

   SECTION 5.06   Notices and Reports.

         On or before the first date on which the Company gives notice, by
publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or the taking of any
action by such holders other than at a meeting, or of the taking of any action
in respect of any cash or other distributions or the offering of any rights in
respect of Deposited Securities, the Company agrees to transmit to the
Depositary and the Custodian a copy of the notice thereof in the form given or
to be given to holders of Shares or other Deposited Securities.

         The Company will arrange for the translation into English and the
prompt transmittal by the Company to the Depositary and the Custodian of such
notices and any other reports and communications which are made generally
available by the Company to holders of its Shares. If requested in writing by
the Company, the Depositary will arrange for the prompt mailing, at the
Company's expense, of copies of such notices,

                                      -37-

<PAGE>

summaries, reports and communications to all Holders. The Company will timely
provide the Depositary with the quantity of such notices, reports, and
communications, as requested by the Depositary from time to time, in order for
the Depositary to effect such mailings.

   SECTION 5.07   Issuance and Distribution of Additional Shares, Rights, etc.

         The Company agrees that in the event of any issuance or distribution
of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into or exchangeable for Shares, or (4) rights to subscribe for any
such securities (each a "Distribution"), the Company will promptly furnish to
the Depositary a written opinion from United States counsel for the Company,
which counsel shall be satisfactory to the Depositary, stating whether or not
the Distribution requires a registration statement under the Securities Act to
be in effect prior to making such Distribution available to Holders entitled
thereto. If in the opinion of such counsel a registration statement is required,
such counsel shall furnish to the Depositary a written opinion as to whether or
not there is a registration statement in effect which will cover such
Distribution.

         The Company agrees with the Depositary that neither the Company nor any
company controlled by, controlling or under common control with the Company will
at any time deposit any Shares, either originally issued or previously issued
and reacquired by the Company or any such affiliate, unless a registration
statement is in effect as to such Shares under the Securities Act.

   SECTION 5.08   Indemnification.

         The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of acts performed or omitted,
in accordance with the provisions of this Regulation S Deposit Agreement and of
the Receipts, as the same may be amended, modified or supplemented from time to
time, (i) by either the Depositary or any Custodian or their respective
directors, employees, agents and

                                      -38-

<PAGE>

affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.

         The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

   SECTION 5.09   Charges of Depositary.

         The Company agrees to pay the fees, reasonable expenses and out-of-
pocket charges of the Depositary and those of any Registrar only in accordance
with agreements in writing entered into between the Depositary and the Company
from time to time. The Depositary shall present its statement for such charges
and expenses to the Company once every three months. The charges and expenses of
the Custodian are for the sole account of the Depositary.

         The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03), whichever applicable: (1) taxes and other governmental charges,
(2) such registration fees as may from time to time be in effect for the
registration of transfers of Shares generally on the Share register of the
Company or Foreign Registrar (or any other appointed agent of the Company for
transfer and registration of the Shares) and applicable to transfers of Shares
to the name of the Depositary or its nominee or the Custodian or its nominee on
the making of deposits or withdrawals hereunder, (3) such cable, telex and
facsimile transmission expenses as are expressly provided for in this Regulation
S Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of Foreign Currency pursuant to Section 4.05, (5) a fee of $5.00 or
less per 100 Regulation S Global

                                      -39-

<PAGE>

Depositary Shares (or portion thereof) for the execution and delivery of
Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of Receipts
pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per Global
Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Regulation S Deposit Agreement, including, but not limited to Sections 4.01
through 4.04 hereof, (7) a fee for the distribution of securities pursuant to
Section 4.02, such fee being in an amount equal to the fee for the execution and
delivery of Regulation S Global Depositary Shares referred to above which would
have been charged as a result of the deposit of such securities (for purposes of
this clause 7 treating all such securities as if they were Shares) but which
securities are instead distributed by the Depositary to Holders and (8) a fee
not in excess of $1.50 per certificate for a Receipt or Receipts for transfers
made pursuant to the terms of the Regulation S Deposit Agreement.

         The Depositary, subject to Section 2.09 hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

   SECTION 5.10  Retention of Depositary Documents.

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

   SECTION 5.11  Exclusivity.

         The Company agrees not to appoint any other depositary for issuance of
Regulation S Global Depositary Receipts so long as The Bank of New York is
acting as Depositary hereunder.

   SECTION 5.12  Available Information.

         The Company has agreed that, so long as this Regulation S Deposit
Agreement remains in effect, it will either (i) furnish the Commission with
certain public reports and documents required by the laws of Jersey or of any
securities exchange on

                                      -40-

<PAGE>

which any securities of the Company are listed or otherwise in accordance with
Rule 12g3-2(b) under the Securities Exchange Act, and otherwise comply with the
exemption provided by such Rule, or (ii) be subject to and fulfill the periodic
reporting and other requirements of the Securities Exchange Act, and in
accordance therewith, file reports and other information with the Commission. If
the Company is neither a reporting company under Section 13 or 15(d) of the
Securities Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) of
the Securities Exchange Act (as determined by the Office of International
Corporate Finance of the Commission), the Company shall immediately so notify
the Depositary, and the Depositary may so notify the Holders in writing at the
Company's expense.

         In addition, upon notice that the Company has not furnished the
Commission with any public reports, documents or other information as required
by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange
Act, the Depositary is authorized (at any time the Company is exempt pursuant to
Rule 12g3-2(b)) to furnish promptly to the Commission copies of all annual or
other periodic reports and other notices or communications which the Depositary
receives as holder of the Deposited Securities from the Company and which are
not so furnished to or filed with the Commission pursuant to any other
requirement of the Commission and the Depositary is hereby authorized by the
Company so to do on its behalf.

   ARTICLE 6. AMENDMENT AND TERMINATION.

   SECTION 6.01   Amendment.

         The form of the Receipts and any provisions of this Regulation S
Deposit Agreement may at any time and from time to time be amended by agreement
or supplemented by agreement between the Company and the Depositary without the
consent of Holders or Beneficial Owners of Receipts in any respect which they
may deem necessary or desirable. Any amendment which imposes or increases any
fees or charges (other than taxes and other governmental charges, registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which otherwise

                                      -41-

<PAGE>

prejudices any substantial existing right of Holders or Beneficial Owners,
shall, however, not become effective as to outstanding Receipts until the
expiration of 90 days after notice of such amendment shall have been given to
the Holders of outstanding Receipts. Every Holder and Beneficial Owner, at the
time any amendment so becomes effective, shall be deemed, by continuing to hold
such Receipt, or to own any beneficial interest to consent and agree to such
amendment or supplement and to be bound by the Regulation S Deposit Agreement as
amended or supplemented thereby. In no event shall any amendment impair the
right of the Holder of any Receipt to surrender such Receipt and receive
therefor the Deposited Securities represented thereby, except in order to comply
with mandatory provisions of applicable law.

   SECTION 6.02   Termination.

         The Depositary shall, at any time at the direction of the Company,
terminate this Regulation S Deposit Agreement by mailing notice of such
termination to the Holders of all Receipts then outstanding at least 60 days
prior to the date fixed in such notice for such termination. The Depositary may
likewise terminate this Regulation S Deposit Agreement by mailing notice of such
termination to the Company and the Holders of all Receipts then outstanding, if
at any time 60 days shall have expired after the Depositary shall have delivered
to the Company a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment as
provided in Section 5.04. On and after the date of termination, the Holder of a
Receipt will, upon (a) (i) receipt by the Depositary at its Corporate Trust
Office of written instructions from DTC or DTC's nominee on behalf of any
Beneficial Owner, if the book-entry settlement system of DTC is then available
for the Book-Entry Regulations S GDSs, or (ii) surrender of such Receipt at the
Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 2.05, and (c)
payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the Regulation S Global Depositary Shares evidenced by such
Receipt. If any Receipts shall remain outstanding after the date of termination,
the

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<PAGE>

Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends and other distributions to
the Holders thereof, shall not accept deposits of Shares and shall not give any
further notices or perform any further acts under this Regulation S Deposit
Agreement, except that the Depositary shall continue to collect dividends and
other distributions pertaining to Deposited Securities, shall sell rights and
other property as provided in this Regulation S Deposit Agreement, shall convert
Deposited Securities into cash as provided in the Deposit Agreement, and shall
continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of
any rights or other property, in each case without liability for interest, in
exchange for Receipts surrendered to the Depositary (after deducting, in each
case, the fee of the Depositary for the surrender of a Receipt, any expenses for
the account of the Holder of such Receipt in accordance with the terms and
conditions of this Regulation S Deposit Agreement, and any applicable taxes or
governmental charges). At any time after the expiration of six months from the
date of termination, the Depositary shall sell the Deposited Securities then
held hereunder and may thereafter hold uninvested the net proceeds of any such
sale, together with any other cash then held by it hereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Holders of
Receipts which have not theretofore been surrendered, such Holders thereupon
becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations
under this Regulation S Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder of such Receipt in accordance with the terms and conditions of this
Regulation S Deposit Agreement, and any applicable taxes or governmental
charges). Upon the termination of this Regulation S Deposit Agreement, the
Company shall be discharged from all obligations under this Regulation S Deposit
Agreement except for its obligations to the Depositary under Sections 5.08 and
5.09 hereof.

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<PAGE>

   ARTICLE 7. MISCELLANEOUS.

   SECTION 7.01   Counterparts.

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

   SECTION 7.02   No Third Party Beneficiaries.

         This Regulation S Deposit Agreement is for the exclusive benefit of the
parties hereto and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person.

   SECTION 7.03   Severability.

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

   SECTION 7.04   Holders and Beneficial Owners as Parties; Binding Effect.

         The Holders and beneficial owners of Receipts from time to time shall
be parties to this Regulation S Deposit Agreement and shall be bound by all of
the terms and conditions hereof and of the Receipts by acceptance thereof.

   SECTION 7.05   Notices.

         Any and all notices to be given to the Company shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to [________________] or
any other place to which the Company may have transferred its principal office.

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<PAGE>

         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, 10286, Attention: Global
Depositary Receipt Administration, or any other place to which the Depositary
may have transferred its Corporate Trust Office.

         Any and all notices to be given to any Holder shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to such Holder at the
address of such Holder as it appears on the transfer books for Receipts of the
Depositary, or, if such Holder shall have filed with the Depositary a written
request that notices intended for such Holder be mailed to some other address,
at the address designated in such request.

         Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post office
letter box. The Depositary or the Company may, however, act upon any cable,
telex or facsimile transmission received by it, notwithstanding that such cable,
telex or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.

   SECTION 7.06   Governing Law.

         This Regulation S Deposit Agreement and the Receipts shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.

   SECTION 7.07   Article; Section.

         Wherever references are made in this Regulation S Deposit Agreement to
an "Article" or "Articles" or to a "Section" or "Sections", such references
shall mean an article or articles or a section or sections of this Regulation S
Deposit Agreement, unless otherwise required by the context.

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<PAGE>

         IN WITNESS WHEREOF, RANDGOLD RESOURCES LIMITED and THE BANK OF NEW YORK
have duly executed this Regulation S Deposit Agreement as of the day and year
first set forth above all Holders and beneficial owners shall become parties
hereto upon acceptance by them of Receipts issued in accordance with the terms
hereof.

                                                   RANGOLD RESOURCES LIMITED

                                                   By: /s/ D.M. Bristow
                                                      ----------------------
                                                      Name:  D.M. Bristow
                                                      Title: Director

                                                   THE BANK OF NEW YORK,

                                                     as Depositary

                                                   By: /s/  Andrew P. Levine
                                                      ----------------------
                                                     Name:  Andrew P. Levine
                                                     Title: Vice President

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<PAGE>

                                    Annex I

              Certification and Agreement of Certain Acquirors of
                 Receipts Upon Deposit of Shares Pursuant to
               Section 2.02 of the Regulation S Deposit Agreement

         We refer to the Regulation S Deposit Agreement, dated as of _________,
1997 (the "Regulation S Deposit Agreement"), among RANDGOLD RESOURCES LIMITED
(the "Company"), THE BANK OF NEW YORK, as Depositary, and Holders and beneficial
owners of Regulation S Global Depositary Receipts (the "Receipts") issued
thereunder. Capitalized terms used but not defined herein shall have the
meanings given them in the Regulation S Deposit Agreement.

         1.  This certification and agreement is furnished in connection with
the deposit of Shares and issuance of Regulation S Global Depositary Shares to
be evidenced by one or more Receipts pursuant to Section 2.02 of the Regulation
S Deposit Agreement.

         2.  We acknowledge (or if we are a broker-dealer, our customer has
confirmed to us that it acknowledges) that the Receipts, the Regulation S Global
Depositary Shares evidenced thereby and the Shares represented thereby have not
been and will not be registered under the Securities Act (the "Act").

         3.  We certify that either:

         A.  We are, or at the time the Shares are deposited and at the time the
         Receipts are issued will be, the beneficial owner of the Shares and of
         the Regulation S Global Depositary Shares evidenced by such Receipt or
         Receipts, and (i) we are not a U.S. person (as defined in Regulation
         S) and we are located outside the United States (within the meaning of
         Regulation S under the Act) and acquired, or have agreed to acquire
         and will have acquired, the Shares to be deposited outside the United
         States (within the meaning of Regulation S), (ii) we are not an
         affiliate of the Company or a person acting on behalf of such an
         affiliate, and (iii) we are not in the business of buying and selling
         securities or, if we are in such business, we did not acquire the
         securities to be deposited

                                      -47-

<PAGE>

         from the Company or any affiliate thereof in the initial distribution
         of Regulation S Global Depositary Shares and Shares.

                                      OR

         B.  We are a broker-dealer acting on behalf of our customer; our
         customer has confirmed to us that it is, or at the time the Shares are
         deposited and at the time the Receipt or Receipts are issued will be,
         the beneficial owner of the Shares and of the Regulation S Global
         Depositary Shares evidenced by such Receipt or Receipts, and (i) it is
         not a U.S. person (as defined in Regulation S) and it is located
         outside the United States (within the meaning of Regulation S under
         the Act) and acquired, or have agreed to acquire and will have
         acquired, the Shares to be deposited outside the United States (within
         the meaning of Regulation S), (ii) it is not an affiliate of the
         Company or a person acting on behalf of such an affiliate, and (iii)
         it is not in the business of buying and selling securities or, if it
         is such business, it did not acquire the securities to be deposited
         from the Company or any affiliate thereof in the initial distribution
         of Regulation S Global Depositary Shares and Shares.

             4.     We agree (or if we are a broker-dealer, our customer has
confirmed to us that it agrees) that prior to expiration of 40 days after the
later of the commencement of the offering of Regulation S Global Depositary
Shares on behalf of the Company and the related closing (the "restricted
period"), we (or it) will not offer, sell, pledge or otherwise transfer such
Receipts, the Regulation S Global Depositary Shares evidenced thereby or the
Shares represented thereby except (a) to a person whom we reasonably believe (or
it and anyone acting on its behalf reasonably believes) is a qualified
institutional buyer within the meaning of Rule 144A under the Act in a
transaction meeting the requirements of Rule 144A, or (b) in accordance with
Regulation S under the Act, in either case in accordance with any applicable
securities laws of any state of the United States. We further agree (or if we
are a broker-dealer, our customer has confirmed to us that it agrees) that if we
sell or otherwise transfer (or it sells or otherwise transfers) the Regulation S
Global Depositary Shares evidenced by the Receipt or Receipts referred to above
or the Shares represented thereby in accordance with

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<PAGE>

clause (a) above prior to expiration of the restricted period, we (or our
customer) will, prior to settlement of such sale, cause such Shares to be
withdrawn in accordance with the terms and conditions of the Regulation S
Deposit Agreement and we (or our customer) will cause instructions to be given
to the Depositary to deliver such Shares to the custodian under the Rule 144A
Deposit Agreement for deposit thereunder and issuance of a Rule 144A Global
Depositary Receipt evidencing a Rule 144A Global Depositary Share upon receipt
of the proper certification on behalf of the purchaser and otherwise in
accordance with the terms and conditions of such Rule 144A Deposit Agreement.

                                                   Very truly yours,

                                                   ___________________________

                                                   [NAME OF CERTIFYING ENTITY]

                                                   By:________________________

                                                    Title:

Dated:

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