exv4w1



 






Exhibit 4.1




 

 






MATCHNET PLC




AND




THE BANK OF NEW YORK




As Depositary




AND




OWNERS AND BENEFICIAL OWNERS OF

GLOBAL DEPOSITARY RECEIPTS




Global Deposit Agreement




Dated as of April 28, 2000




 

 






 









 












	 	 	 	 	 
	ARTICLE 1.  DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01. Beneficial  Owner
	 	 	1	 
	SECTION
1.02. Book-Entry GDSs
	 	 	1	 
	SECTION 1.03. Clearstream
	 	 	2	 
	SECTION 1.04. Commission
	 	 	2	 
	SECTION 1.05. Company
	 	 	2	 
	SECTION 1.06. Custodian
	 	 	2	 
	SECTION
1.07. Depositary; Corporate Trust Office
	 	 	2	 
	SECTION 1.08. Deposited Securities
	 	 	2	 
	SECTION
1.09. Dollars; Pounds; Pence;
P
	 	 	2	 
	SECTION 1.10. DTC
	 	 	3	 
	SECTION
1.11. Foreign Currency
	 	 	3	 
	SECTION 1.12. Foreign Registrar
	 	 	3	 
	SECTION
1.13. Global Depositary
Shares; GDSs; Global Depositary Receipts; GDRs
	 	 	3	 
	SECTION
1.14. Global Deposit Agreement
	 	 	3	 
	SECTION 1.15. Initial Deposit
	 	 	3	 
	SECTION 1.16. Master GDR
	 	 	3	 
	SECTION 1.17. Owner
	 	 	4	 
	SECTION 1.18. Physical GDSs
	 	 	4	 
	SECTION 1.19. Receipts
	 	 	4	 
	SECTION 1.20. Registrar
	 	 	4	 
	SECTION
1.21. Regulation S
	 	 	4	 
	SECTION 1.22. Rule 144
	 	 	4	 
	SECTION 1.23. Rule 903
	 	 	4	 
	SECTION 1.24. Rule 904
	 	 	5	 
	SECTION 1.25. Securities Act
	 	 	5	 
	SECTION 1.26. Securities Exchange Act
	 	 	5	 
	SECTION 1.27. Shares
	 	 	5	 
	SECTION 1.28. Stamp Taxes
	 	 	5	 
	SECTION 1.29. United States
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 2.  BOOK-ENTRY SYSTEM FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND
DELIVERY TRANSFER AND SURRENDER OF RECEIPTS
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.01. Form and Transferability of Receipts
	 	 	6	 
	SECTION 2.02. Deposit of Shares
	 	 	9	 
	SECTION 2.03. Execution and Delivery of Receipts
	 	 	11	 
	SECTION
2.04. Transfer of Receipts; Combination and Split-up of Receipts
	 	 	12	 
	SECTION 2.05. 
Surrender of Receipts and Withdrawal of Shares
	 	 	13	 
	SECTION 2.06. 
Limitations on Execution and Delivery, Transfer and Surrender of
Receipts and Withdrawal of Deposited Securities
	 	 	15	 
	SECTION 2.07. Lost Receipts
	 	 	15	 
	SECTION 2.08. Cancellation and Destruction of Surrendered Receipts
	 	 	16	 
	SECTION
2.09. Pre-Release
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 3. 
CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS
	 	 	17	 
	 
	 	 	 	 
	SECTION
3.01. Filing Proofs, Certificates and Other Information
	 	 	17	 
	SECTION
3.02. Liability of Owner for Taxes
	 	 	17	 
	SECTION 3.03. 
Warranties on Deposit or Withdrawal of Shares
	 	 	17	 
	 
	 	 	 	 
	ARTICLE
4. THE DEPOSITED SECURITIES
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.01. Cash Distributions
	 	 	18	 






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	SECTION 4.02. Distributions Other than Cash,
Shares or Rights
	 	 	19	 
	SECTION 4.03. Distributions in Shares

	 	 	19	 
	SECTION 4.04. Rights
	 	 	20	 
	SECTION 4.05. 
Conversion of Foreign Currency
	 	 	22	 
	SECTION 4.06. 
Fixing of Record date
	 	 	22	 
	SECTION 4.07.
Voting of Deposited Securities

	 	 	23	 
	SECTION 4.08. Changes Affecting Deposited Securities

	 	 	24	 
	SECTION 4.09. Reports
	 	 	24	 
	SECTION 4.10. Lists of Owners

	 	 	24	 
	SECTION 4.11. Withholding
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 5. THE DEPOSITARY THE CUSTODIANS AND THE COMPANY
	 	 	25	 
	 
	 	 	 	 
	SECTION 5.01. 
Maintenance of Office and Transfer Books by the Depositary
	 	 	25	 
	SECTION 5.02. 
Prevention or Delay in Performance by the Depositary or the Company
	 	 	26	 
	SECTION 5.03. 
Obligations of the Depositary, the Custodian and the Company
	 	 	26	 
	SECTION 5.04. 
Resignation and Removal of the Depositary; Appointment of Successor
Depositary
	 	 	27	 
	SECTION 5.05. The Costodians
	 	 	28	 
	SECTION 5.06. 
Notices and Reports
	 	 	29	 
	SECTION 5.07. 
Issuance and Distribution of Additional Shares, Rights, etc.
	 	 	29	 
	SECTION
5.08. Indemnification
	 	 	30	 
	SECTION 5.09. 
Charges of Depositary
	 	 	30	 
	SECTION 5.10. 
Retention of Depositary Documents
	 	 	31	 
	SECTION 5.11. Exclusivity
	 	 	31	 
	SECTION 5.12. Available Information
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 6. AMENDMENT AND TERMINATION
	 	 	32	 
	 
	 	 	 	 
	SECTION 6.01. Amendment
	 	 	32	 
	SECTION 6.02. Termination
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 7. MISCELLANEOUS
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.01. Counterparts
	 	 	33	 
	SECTION 7.02. No Third Party Beneficiaries
	 	 	33	 
	SECTION 7.03. Severability
	 	 	34	 
	SECTION 7.04. Owners and Beneficial Owners as Parties; Binding Effect
	 	 	34	 
	SECTION 7.05. Notices
	 	 	34	 
	SECTION 7.06. Governing Law
	 	 	35	 
	SECTION 7.07. Article Section
	 	 	35	 






- 42 -









 






GLOBAL DEPOSIT AGREEMENT




          GLOBAL DEPOSIT AGREEMENT dated as of April 28, 2000 among MATCHNET PL.C, incorporated under
the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York
banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and
Beneficial Owners (as hereinafter defined) from time to time of 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 Global 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 Global Deposit Agreement, for the creation of Global Depositary
Shares representing the Shares so deposited and for the execution and delivery of Global
Depositary Receipts evidencing the Global Depositary Shares; and




          WHEREAS, the 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 Global 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 purposes, unless otherwise clearly indicated, apply
to the respective terms used in this Global Deposit Agreement;




     SECTION 1.01. Beneficial Owner.



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




     SECTION
1.02. Book-Entry GDSs.



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





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     SECTION 1.03. Clearstream.



          The term “Clearstream” shall mean Clearstream Banking A.G.




     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 MatchNet PLC, incorporated under the laws of England and
Wales, 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 Global 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.




     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 Global Deposit Agreement is 101 Barclay Street, New York, New York 10286.




     SECTION l.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 Global 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; Pounds; Pence; P.



          The term “Dollars” shall mean United States dollars. The terms “Pounds” or “Pence” or “P”
shall mean the lawful currency of the United Kingdom.





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     SECTION 1.10. DTC.



          The term “DTC” shall mean The Depository Trust Company, or any successor corporation thereto.




     SECTION 1.11. Foreign Currency.



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




     SECTION 1.12. 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
1.13. Global Depositary Shares; GDSs; Global Depositary Receipts; GDRs.



          The terms “Global Depositary Shares” and “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 (1) 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 Global Depositary Shares shall evidence the rights to receive the amount of Shares
or Deposited Securities specified in such Sections. The terms “Global Depositary Receipts” and
“GDRs” shall mean the global depositary receipts evidencing the GDSs.




     SECTION 1.14. Global Deposit Agreement.



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




     SECTION 1.15. Initial Deposit.



          The term “Initial Deposit” shall mean the deposit of Shares to the account
of any Custodian by the Company pursuant to Section 2.02(a) hereof and in connection
with an offering of Global Depositary Shares pursuant to an offering circular dated
                    , as completed on                                         .




     SECTION 1.16. Master GDR.



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





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     SECTION 1.17. Owner.



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




     SECTION 1.18. Physical GDSs.



          The
term “Physical GDSs” shall mean GDSs evidenced by Receipts (other than the Master 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 GDSs as provided in
Section 2.01 (b).




     SECTION 1.19. Receipts.



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




     SECTION 1.20. 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 Receipts as herein provided and shall include any
co-registrars appointed by the Depositary.




     SECTION 1.21. Regulation S.



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




     SECTION 1.22. Rule 144.



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




     SECTION 1.23. Rule 903.



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





- 4 -









 








     SECTION 1.24. Rule 904.



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




     SECTION 1.25. Securities Act.



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




     SECTION 1.26. 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
1.27. Shares.



          The term “Shares” shall mean ordinary shares of 1p each in the Company 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
1.28. Stamp Taxes.



          The term “stamp taxes” shall mean any stamp duty reserve tax imposed by Part IV of
the Finance Act 1986 of the United Kingdom (or any statutory modification or
re-enactment thereof) in respect of any deposit of Shares in accordance with Section
2.02 of this Deposit Agreement, or any stamp duty imposed by Part III of the Finance Act
1986 of the United Kingdom (or any statutory modification or re-enactment thereof) on
any deposit of Shares in accordance with Section 2.02 of this Deposit Agreement, or both
of them, as the context may require.




     SECTION 1.29. United States.



          The term “United States” shall, except as otherwise provided in this Global 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.





- 5 -









 









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





Each
Receipt shall bear the following legend:




THIS GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARY SHARES EVIDENCED HEREBY
AND THE ORDINARY SHARES OF 1P EACH OF MATCHNET PLC (“SHARES”) REPRESENTED
THEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.



           In addition to the foregoing, 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 Global 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 Global Depositary Shares may be listed or to conform with any usage with
respect thereto, or to indicate any special






- 6 -









 







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 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 other restricted depositary receipt facility relating to the
Shares.




          (b) The Company and the Depositary shall make application to DTC and Clearstream for
acceptance of the Book-Entry 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 GDSs for DTC and Clearstream 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 GDSs are eligible for book-entry settlement with DTC, unless
otherwise required by law, such Book-Entry GDSs representing the Shares deposited with any
Custodian shall be represented by a Master GDR registered in the name of a nominee of DTC
(initially expected to be Cede & Co.) and no person acquiring such Book-Entry GDSs shall receive
or be entitled to receive physical delivery of certificated Receipts evidencing 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 an Owner of a Receipt. The
Bank of New York or such other entity as is agreed with DTC may hold the Master GDR as custodian
for DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership
of beneficial interests in the Master 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
Global 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 GDSs
evidenced by the Master GDR.




          The Company has requested that DTC not effect any book-entry deliveries of the Book-Entry
GDSs, except deliveries to or between DTC participant accounts maintained by the banks that act
as depositaries for Clearstream (the “Deliver Order Chill”) until the Company delivers further
instructions.






- 7 -









 








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





     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
owner hereof, Cede & Co., has an interest herein.



          If,
at any time when Book-Entry GDSs are represented by the Master GDR,
DTC (or Clearstream)
ceases to make its book-entry settlement system available for the Book Entry 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 continue to make the 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 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 Global
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
GDSs, such Receipts may evidence any number of Global Depositary Shares.




          The Receipts shall be typewritten, in the case of the Master 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 GDR shall bear such legend or legends as may be
required by DTC for acceptance of the Book-Entry GDSs for its book-entry settlement system. The
Master GDR shall provide that it shall represent the aggregate amount of Book-Entry GDSs from
time to time indicated in the records of the Depositary as being issued hereunder and that the
aggregate amount of 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 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 Global Deposit Agreement, shall be transferable
by delivery with the same effect as in the case of a








- 8 -









 







negotiable instrument under the laws of
the State of New York; provided, however, that the
Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute
owner thereof for the purpose of determining the person entitled to distribution of dividends or
other distributions or to any notice provided for in this Global 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 Global Deposit Agreement to any holder of a Receipt unless such holder is
the Owner thereof.




     SECTION 2.02. Deposit of Shares.



          (a) The Initial Deposit shall be made by delivery of Shares by the Company (or on behalf of
the Company at its direction) to an account maintained by any Custodian for such purpose. Provided
that the Book-Entry GDSs are accepted for the book-entry settlement system of DTC and Clearstream,
it is contemplated that all GDSs sold in connection with the Initial Deposit will be Book-Entry
GDSs. Prior to such delivery, the Company shall deliver, or cause to he delivered, (i) to the
Depositary (A) a certificate signed on behalf of the Company, certifying the number of Book-Entry
GDSs sold in connection with the Initial Deposit (the “Initial Deposit Certificate”), (B) a
written order from or on behalf of the Company directing the Depositary to execute and deliver to
DTC or its custodian to be credited to the participant accounts of Clearstream, the Master GDR
evidencing the number of Book-Entry GDSs specified in the Initial Deposit Certificate, and (C)
evidence satisfactory to the Depositary that amounts in respect of any applicable stamp taxes have
been fully paid, and (ii) to DTC, an instruction on behalf of the Company, specifying the DTC
participant or participants to whose account(s) such Book-Entry GDSs should be credited.




          (b) Subsequent to the Initial Deposit, subject to the terms and conditions of this Global
Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this
Global 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 Global Depositary Shares to be issued upon
deposit of such Shares, and all such certifications, documents, other information (including, with
respect to any applicable stamp taxes, evidence satisfactory to the Depositary that any such
amounts have been fully paid) and payments as may be required by the Depositary or the Custodian
in accordance with the provisions of this Global 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 Global Depositary Shares
representing such deposited Shares, the number of 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 Global Depositary Shares







- 9 -









 







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 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 GDSs representing such deposited Shares; provided, however, that subsequent to the
Initial Deposit, the Depositary shall not accept deposits of Shares under this Global Deposit
Agreement for a period of 6 months from the date of the start of trading of the GDSs of the Neuer
Markt segment of the Frankfurt Stock Exchange.




          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 English laws and regulations and any necessary approval has been granted by any
governmental body in England, 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.




          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.




          (c) The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit
under this Global 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.






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          (d) 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 from the Custodian of confirmation that the Initial Deposit and delivery of
the other documents specified in Section 2.02(a) have been duly made, the Depositary, subject to
the terms and conditions of this Global Deposit Agreement, shall execute and deliver to DTC or its
custodian the Master GDR evidencing the number of Book-Entry GDSs specified in the Initial Deposit
Certificate as having been sold in connection with the Initial Deposit.




          (b) In the case of any deposit of Shares other than the Initial Deposit, 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 upon 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 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 GDSs should be
credited or, if DTC’s book-entry settlement system is not then available for the Book-Entry 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 GDSs are deliverable in respect thereof and the
number of 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
Global Deposit Agreement, shall (a) if DTC’s book-entry settlement system is then available for
the Book-Entry GDSs (i) adjust its records to reflect such deposit so as to evidence the
aggregate number of Book-Entry 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 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 GDSs to which such person or persons are entitled, but, in either case, (A) only upon
payment to the Depositary or Custodian of all taxes and governmental






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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 Global Deposit Agreement and the provisions of the
Company’s Memorandum and Articles of Association and of the Deposited Securities.




          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 CDS; provided, that such certification and agreement need not be given and made
in connection with the Initial Deposit and the initial issuance of Receipts.




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



          The Depositary, subject to the terms and conditions of this Global 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 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 GDSs, upon surrender at the Corporate Trust Office of the Depositary of a Receipt,
by the Owner 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).




          The Depositary, subject to the terms and conditions of this Global 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 Global Depositary Shares requested, evidencing






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the same aggregate number of Global Depositary Shares as the Receipt or Receipts surrendered.




          Notwithstanding the foregoing, with respect to any transfer of a Receipt evidencing Physical
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 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 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 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 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 Owners 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 Global Deposit Agreement, upon (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 GDSs, and (ii) surrender at the Corporate Trust Office of the Depositary of a
Receipt evidencing Book-Entry GDSs or Physical GDSs, if the book-entry settlement system of DTC
shall have become unavailable for Book-Entry GDSs, in either case for the purpose of withdrawal of
the Deposited Securities represented by the Global Depositary Shares evidenced by such Receipt or
representing such person’s beneficial interest in Book-Entry 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 Global
Deposit Agreement, the Memorandum and Articles of Association of the Company, the Deposited
Securities and applicable law, the Owner 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, to him or
upon his order, of the amount of Deposited Securities at the time represented by the Global
Depositary Shares evidenced by such Receipt or such beneficial interest in Book-Entry 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 Owner or as ordered by






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him or certificates properly endorsed or accompanied by a proper instrument or instruments of
transfer to such Owner or as ordered by him, and (y) any other securities, property and cash to
which such Owner is then entitled in respect of such Receipts to such Owner or as ordered by him.
Such delivery shall be made, as hereinafter provided, without unreasonable delay.




          Notwithstanding the foregoing, no Deposited Securities may be withdrawn upon receipt of
written instructions from DTC or DTC’s nominee on behalf of any Beneficial Owner or the surrender
of a Receipt, as the case may be, unless at or prior to the time of surrender, the Depositary
shall have received a duly executed and completed written certificate and agreement (“Withdrawal
and Transfer Certificate”), in substantially the form attached hereto as Annex II, by or on behalf
of the person surrendering such Receipt who after such withdrawal will be the beneficial owner of
such Deposited Securities.




          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 Owner 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 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
Global Deposit Agreement, to or upon the written order of the person or persons designated in the
order delivered to the Depositary as above provided, the amount of Deposited Securities represented
by the Global Depositary Shares evidenced by such Receipt or such beneficial interest in Book-Entry
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 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 Owner so surrendering a Receipt or any Beneficial
Owner submitting such written instructions for delivery, and for the account of such Owner 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 Global Depositary Shares
evidenced by such Receipt or the beneficial interest in Book-Entry 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





- 14 -









 





letter or, at the request, risk and expense of such Owner, by air courier, cable, telex or
facsimile transmission.




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




     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 of transfer,
split-up, combination or surrender of any Receipt 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 (or, with respect to any applicable stamp taxes, evidence satisfactory to the Depositary
that any such amounts have been fully paid) from the presenter of the Receipt or the depositor of
Shares 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 Global 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 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 Global Deposit Agreement, or for any other reason,




     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




- 15 -









 







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 Owner
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 2.03, 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 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.




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ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.




     SECTION 3.01. Filing Proofs, Certificates and Other Information.



          Any person presenting Shares for deposit or any Owner 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 and provisions of or governing Deposited Securities and the
terms of this Global 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 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 Owner for Taxes.



          If any tax or other governmental charge shall become payable (including, without limitation,
any applicable stamp taxes) by the Custodian or the Depositary with respect to any Receipt or any
Deposited Securities represented by the Global Depositary Shares evidenced by any Receipt, such
tax or other governmental charge shall be payable by the Owner 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 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 Owner or Beneficial Owner thereof any part or all of the Deposited
Securities represented by the 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 Owner or Beneficial Owner of such Receipt shall remain liable
for any deficiency.




     SECTION 3.03. Warranties on Deposit or Withdrawal of Shares.



          Every person depositing Shares under this Global 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




- 17 -









 







duly authorized to do so. Such representations and warranties shall survive the deposit of such
Shares and the issuance of Receipts.




          Each purchaser of Receipts or Global Depositary Shares or a beneficial interest therein in
connection with the Initial Deposit will be deemed to acknowledge, represent and warrant and
agree to the same effect as acknowledgment, certification and agreement set out in paragraphs
2, 3 and 4 of Annex I. Each person depositing or withdrawing Shares will be deemed to
acknowledge, represent and warrant to the same effect as the acknowledgment and certifications
set out in paragraphs 2, 3 and 4 of Annex I or Annex II, as the case may be. 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 acknowledgments, representations, warranties and
agreements shall survive any such purchase, deposit or withdrawal.



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 Owners entitled thereto, in proportion to the number of 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
shall be required to withhold and does withhold from such cash dividend or such other cash
distribution an amount on account of taxes or other governmental charges, the amount distributed
to the Owner of the Receipts evidencing 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 Owner a fraction of one cent. Any such
fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners
entitled thereto. The Company or its agent will remit to the appropriate governmental agency in
England 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 Owners of Receipts.




- 18 -









 








     SECTION 4.02. Distributions Other than Cash, Shares or Rights.



          Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary 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
Owners 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 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 Owners entitled thereto,
or if for any other reason (including, but not limited to, any requirement that the Company or
the Depositary withhold an amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act in order to be distributed to Owners or Beneficial
Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt
such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private
sale of the securities or property thus received, or any part thereof, and 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 Owners 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.




     SECTION 4.03. Distributions 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 GDSs are available,
reflect on the records of the Depositary such increase in the aggregate number of GDSs
representing Shares evidenced by the Master GDR and give notice to DTC of the related increase
in the number of GDSs evidenced by the Master GDR or (ii) if Book-Entry GDSs are not available,
distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number
of Global Depositary Shares representing such Deposited Securities evidenced by Receipts held
by them respectively, additional Receipts evidencing an aggregate number of Global Depositary
Shares representing the amount of Shares received as such dividend or free distribution,
subject to the terms and conditions of the Global Deposit Agreement with respect to the deposit
of Shares and the issuance of 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 received satisfactory assurances




- 19 -









 







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 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 Owners or in disposing of such rights on behalf of any Owners and making
the net proceeds available to such Owners 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 Owners or dispose of
such rights and make the net proceeds available to such Owners, 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 Owners
but not to other Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of Global Depositary Shares
held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.




          In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts
requests the distribution of warrants or other instruments in order to exercise the rights
allocable to the Global Depositary Shares of such Owner hereunder the Depositary will make such
rights available to such Owner 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 Owner
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
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such an Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of




- 20 -









 







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 Owner,
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 Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.02 of this Global Deposit
Agreement, and shall, pursuant to Section 2.03 of this Global Deposit Agreement, execute and
deliver Receipts to such Owner. 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 Owners, it may sell the rights, warrants or other
instruments in proportion to the number of Global Depositary Shares held by the Owners 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 conditions of this Global Deposit Agreement) for the account of such Owners otherwise
entitled to such rights, warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange restrictions or the date
of delivery of any Receipt or otherwise.




          The Depositary will not offer rights to Owners 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 Owners or are registered under the provisions of such Act;
provided, that nothing in this Global 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
an Owner 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 Owner 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 Owners in general or any Owner in particular.




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     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 to the Owners 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 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 Owners 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
Owners 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 Owners entitled thereto, the Depositary may in its discretion make
such conversion and distribution in Dollars to the extent permissible to the Owners 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 Owners 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




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issued with respect to the Deposited Securities, or whenever the Depositary shall receive
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 Owners who shall be (i) entitled to receive
such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled
to give instructions for the exercise of voting rights at any such meeting, 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 Global Deposit Agreement, the Owners 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 Global Depositary Shares evidenced by Receipts
held by them respectively and to give voting instructions, to exercise the rights of Owners
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 requested in writing by the Company, the Depositary shall, as
soon as practicable thereafter, mail to the Owners 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 Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of English law and of the Memorandum and
Articles 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 Global Depositary Shares and (c) a statement as to the
manner in which such instructions may be given , including an express indication that
such instructions may be given or deemed given in accordance with the last sentence of
this paragraph if no instruction is received, to the Depositary to give a discretionary proxy
to a person designated to the Company. Upon the written request of an Owner 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 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 or deemed instructions. If no instructions are received by the Depositary
from any Owner with respect to any of the Deposited Securities represented by the Global




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Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the
Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary
to give a discretionary proxy to a person designated by the Company with respect to such Deposited
Securities and the Depositary shall give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities, provided, that no such instruction shall be
deemed given and no such discretionary proxy shall be given with respect to any matter as to which
the Company informs the Depositary (and the Company agrees to provide such information as promptly
as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial
opposition exists or (z) such matter materially and adversely affects the rights of holders of
Shares.




     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 securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of or in respect of
Deposited Securities, shall be treated as new Deposited Securities under this Global Deposit
Agreement, and Global Depositary Shares shall thenceforth represent, 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 (a) if Book-Entry GDSs are available, make appropriate entry in its
records, or (b) if Book-Entry 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.




     SECTION 4.09. Reports.



          The Depositary shall make available for inspection by Owners at its Corporate Trust Office
any 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 Owners copies of such reports when furnished by the Company
pursuant to Section 5.06.




     SECTION 4.10. Lists of Owners.



          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




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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 Owners entitled thereto in proportion to the number of 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 Global Deposit Agreement in accordance with its
terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities
for the execution and delivery, registration, registration of transfers and surrender of Receipts
in accordance with the provisions of this Global 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 Owners, provided that such inspection shall not be for the purpose of
communicating with Owners in the interest of a business or object other than the business of the
Company or a matter related to this Global 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 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.




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     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 Owner 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 Memorandum and Articles 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, doing or performing any act or thing which by the terms of
this Global 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 Owner 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 Global 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 Global
Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03 of
this Global Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this
Global Deposit Agreement, or for any other reason, such distribution or offering may not be made
available to Owners, and the Depositary may not dispose of such distribution or offering on behalf
of such Owners and make the net proceeds available to such Owners, 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 Global
Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its
obligations specifically set forth in this Global Deposit Agreement without negligence or bad
faith.




          The Depositary assumes no obligation nor shall it be subject to any liability under this
Global Deposit Agreement to any Owner 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 Global Deposit Agreement without
negligence or bad faith.




- 26 -









 








          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 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 proceedings, 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 Owner, 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 nor 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
Global Deposit 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.




          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.




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          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, 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 Owners of all outstanding Receipts. Any such successor
depositary shall promptly mail notice of its appointment to the Owners.




          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 interest of the Owners 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





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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 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 mailing, at the Company’s
expense, of copies of such notices, reports and communications to all Owners. 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 Owners 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.







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     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 Global 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
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 Global 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 Global Depositary Shares (or portion thereof) for the execution and delivery of
Receipts pursuant to Section 2.03, 4.03







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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
Global 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 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 Owners 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 Global 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 Global 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 Global Depositary
Receipts so long as The Bank of New York is acting as Depositary hereunder.




     SECTION 5.12. Available Information.



          [The Company hereby authorizes the Depositary to deliver such information as furnished by the
Company to the Depositary during any period in which the Company informs the Depositary it is
subject to the information delivery requirements of Rule 144A(d)(4) to any such Owner, Beneficial
Owner, holder of Shares or prospective purchaser at the request of such person. The Company agrees
to reimburse the Depositary for its reasonable expenses in connection with such deliveries and to
provide the Depositary with such information in such quantities as
the Depositary may from time to
time reasonably request.]







-31-









 








ARTICLE 6. AMENDMENT AND TERMINATION.




     SECTION 6.01. Amendment.



          The form of the Receipts and any provisions of this Global Deposit
Agreement may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of Owners or Beneficial Owners of
Receipts in any respect which they may deem necessary or desirable. Any amendment
which shall impose or increase any fees or charges (other than the fees of the Depositary
for the execution and delivery or the cancellation of Receipts and taxes, including,
without limitation, stamp taxes and other governmental charges), or which shall
otherwise prejudice any substantial existing right of Owners, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after notice of such
amendment shall have been given to the Owners of outstanding Receipts. Every Owner
and Beneficial Owner, at the time any amendment so becomes effective, shall be deemed,
by continuing to hold such Receipt, to consent and agree to such amendment and to be
bound by the Global Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Owner 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 Global
Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then
outstanding at least 90 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate this Global Deposit Agreement by mailing notice of such
termination to the Company and the Owners of all Receipts then outstanding, if at any time 90
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
Owner 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 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 Global Depositary
Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends and other distributions to the Owners
thereof, and shall not give any further notices or perform any further acts






-32-









 







under this Global 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 Global 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 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 Owner of such Receipt in accordance with the terms and
conditions of this Global Deposit Agreement, and any applicable taxes or governmental charges). At
any time after the expiration of one year from the date of termination, the Depositary may 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 Owners of Receipts which have not
theretofore been surrendered, such Owners 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 Global 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 Owner of such Receipt in accordance with the terms and
conditions of this Global Deposit Agreement, and any applicable taxes or governmental charges).
Upon the termination of this Global Deposit Agreement, the Company shall be discharged from all
obligations under this Global Deposit Agreement except for its obligations to the Depositary under
Sections 5.08 and 5.09 hereof.




ARTICLE 7. MISCELLANEOUS.




     SECTION 7.01. Counterparts.



          This Global 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 Global Deposit Agreement shall be filed with the Depositary and the
Custodians and shall be open to inspection by any Owner or Beneficial Owner of a Receipt during
business hours.




     SECTION 7.02. No Third Party Beneficiaries.



          This Global 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.







-33-









 









     SECTION 7.03. Severability.



          In case any one or more of the provisions contained in this Global 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. Owners and Beneficial Owners as Parties; Binding Effect.



          The Owners and Beneficial Owners of Receipts from time to time shall be parties to this
Global 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 MatchNet PLC, Durrant House, 2nd Floor, 8-13 Chiswell Street, London EC1Y
4UP, England or any other place to which the Company may have transferred its principal office.




          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, 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 Owner 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 Owner at the address of such Owner as it appears on the transfer books
for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such Owner 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.






-34-









 








     SECTION 7.06. Governing Law.



          This Global 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 Global 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 Global Deposit Agreement, unless otherwise required by the context.





-35-









 








          IN
WITNESS WHEREOF, MATCHNET PLC and THE BANK OF NEW
YORK have duly executed this Global Deposit Agreement as of the day and year first set forth above
and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of
Receipts issued in accordance with the terms hereof.




	 	 	 	 	 
	 	MATCHNET PLC



 

 	 
	 	By:  	/s/ Joe Shapira
 	 
	 	 	Name:  	JOE SHAPIRA 	 
	 	 	Title :  CEO 	 
	 
	 	THE BANK OF NFW YORK. 

  as Depositary 



 

 	 
	 	By:  	/s/ David Stueber
 	 
	 	 	Name:  	David Stueber  	 
	 	 	Title:  	Vice President 	 
	 




-37-









 






Annex I




Certification and Agreement of Certain Acquirors of Receipts

Upon Deposit of Shares Pursuant to Section 2.02 of the

Global Deposit Agreement




          We refer to the Global Deposit Agreement, dated as of April 28, 2000 (the “Global Deposit
Agreement”), among MATCHNET PLC (the “Company”), THE BANK OF NEW YORK, as Depositary, and Owners
and Beneficial Owners of Global Depositary Receipts (the “Receipts”) issued thereunder. Capitalized
terms used but not defined herein shall have the meanings given them in the Global Deposit
Agreement.




          1. This certification and agreement is furnished in connection with
the deposit of Shares and issuance of Global Depositary Shares to be evidenced by one or
more Receipts pursuant to Section 2.02 of the Global 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 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 Global
Depositary Shares evidenced by such Receipt or Receipts, and (i) either (x)
we are an “accredited investor” (as defined in Regulation D) or (y) 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), and (ii) 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
from the Company or any affiliate thereof in the initial distribution of
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




- 37 -









 






Shares and of the Global Depositary Shares evidenced by such Receipt or Receipts, and (i) either
(x) we are an “accredited investor” (as defined in Regulation D) or (y) 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), and (ii) it
is not in the business of buying and selling securities or, if it is in such business, it did not
acquire the securities to be deposited from the Company or any affiliate thereof in the initial
distribution of 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 we (or it) will not offer, sell, pledge or otherwise transfer such Receipts, the Global
Depositary Shares evidenced thereby or the Shares represented thereby except 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.



	 	 	 	 	 
	 	Very truly yours,


	 	 	 
	 	[NAME OF CERTIFYING ENTITY]	 
	 
	 	By:  	 	 
	 	 	Title: 	 
	Dated: 	 	 	 



- 38 -









 







Annex II




Certification
and Agreement of Persons Receiving
 Deposited
Securities Upon Withdrawal

Pursuant to Section 2.05 of the

Global Deposit Agreement




          We refer to the Deposit Agreement, dated as of April 28, 2000 (the “Global Deposit
Agreement”), among MATCHNET PLC (the “Company”), THE BANK OF NEW YORK, as Depositary thereunder,
and Owners and Beneficial Owners of Global Depositary Receipts (the “Receipts”) issued thereunder.
Capitalized terms used but not defined herein shall have the meanings given them in the Deposit
Agreement.




          1. We are surrendering a Receipt or Receipts in accordance with the
terms of the Deposit Agreement for the purpose of withdrawal of the Deposited Securities
represented by the Global Depositary Shares evidenced by such Receipt or Receipts (the
“Shares”) pursuant to Section 2.05 of the 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 Global Depositary Shares
evidenced thereby and the securities represented thereby have not been and will not be
registered under the Securities Act (the “Act”).




          3. We certify that either:






     (a) We are located outside the United States (within the meaning of Regulation
S under the Act), and either:




     (i) we have sold or otherwise transferred, or agreed to sell or
otherwise transfer and at or prior to the time of withdrawal will have
sold or otherwise transferred, the Receipts or the Shares in accordance
with Regulation S under the Act, and we are, or prior to such sale or
other transfer we were, the beneficial owner of the Receipts, or




     (ii) we will be the beneficial owner of the Shares upon withdrawal,
and, accordingly, we agree that we will not offer, sell, pledge or
otherwise transfer the shares except in accordance with Regulation S under
the Act.



- 39 -









 





OR





(b) we are an “accredited investor” (as defined in Regulation D)
acting for our own account or for the account of one or more qualified institutional buyers and we
have agreed to acquire (or it has agreed to acquire), the Receipts or the Shares in a transaction
which we understand is being made in reliance upon the Regulation D safe harbor.



          4.
If we are a broker-dealer, we further certify that we are acting for the account of our
customer and that our customer has confirmed the accuracy of the representations contained in
paragraph 3 hereof that are applicable to it.




	 	 	 	 	 
	 	Very truly,





[NAME OF CERTIFYING ENTITY]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	Dated: 	 	 	 



- 40 -









 






	 	 	 	 	 



	 	 	 
	 

	 	 
	 

	 	GLOBAL DEPOSITARY SHARES
	 

	 	(Each Global Depositary Share
	 

	 	represents One
(1) deposited Share)






EXHIBIT A

[FORM OF RECEIPT]

REGULATION S




     THIS GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARY SHARES EVIDENCED HEREBY AND THE ORDINARY
SHARES OF 1P EACH OF MATCHNET PLC (“SHARES”) REPRESENTED THEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES.



     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 COMPANY 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 OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.



 









 





THE BANK OF NEW YORK

GLOBAL DEPOSITARY RECEIPT

FOR ORDINARY SHARES OF 1P EACH

OF

MATCHNET PLC
 (ORGANIZED UNDER THE LAWS OF ENGLAND AND WALES)




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




GLOBAL DEPOSITARY SHARES



representing
deposited ordinary shares of 1p each in registered form (herein called “Shares”)
of MatchNet PLC organized under the laws of England and Wales (herein called the
“Company”). At the date hereof, each Global Depositary Share represents one (1) Share which is
either deposited or subject to deposit under the Global Deposit Agreement at the London office of
The Bank of New York (herein called the “Custodian”). The Depositary’s Corporate Trust Office is
located at a different address than its principal executive office. Its Corporate Trust Office is
located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located
at One Wall Street, New York, N.Y. 10286.




	 	 	 	 	 
	 	THE BANK OF NEW YORK,
 as Depositary

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	Dated:                    , 2000 	 	 	 
	 



	 	 	 	 	 
	Countersigned:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286





- 2 -









 









	1.	 	THE GLOBAL DEPOSIT AGREEMENT; BOOK-ENTRY GLOBAL DEPOSITARY
SHARES.





     This Global Depositary Receipt is one of an issue (herein called “Receipts”), all issued and
to be issued upon the terms and conditions set forth in the deposit agreement, dated as of April
28, 2000 (herein called the “Global Deposit Agreement”), by and among the Company, the Depositary,
and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting this Receipt agrees to become a party thereto and become bound by all the terms and
conditions thereof. The Global Deposit Agreement sets forth the rights of Owners and Beneficial
Owners of the Receipts and the rights and duties of the Depositary in respect or in lieu of the
Shares deposited or deemed to be deposited thereunder and any and all other securities, property
and cash from time to time received in respect or in lieu of such Shares and held thereunder (such
Shares, securities, property, and cash are herein called “Deposited Securities”). Copies of the
Global Deposit Agreement are on file at the Depositary’s Corporate Trust Office in The City of New
York and at the office of the Custodian.



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



     This Receipt shall bear a CUSIP number that is different from any CUSIP number that is or
may be assigned to any other restricted depositary shares relating to the Shares.



     If applicable, this Receipt shall bear an ISIN number that is different from any ISIN number
that is or may be assigned to any other restricted depositary shares
relating to the Shares.



     So long as the Book-Entry GDSs are eligible for book-entry settlement with DTC, unless
otherwise required by law, such Book-Entry GDSs representing the Shares deposited with any
Custodian shall be represented by a Master GDR registered in the name of a nominee of DTC
(initially expected to be Cede & Co.) and no person acquiring such Book-Entry GDSs shall receive
or be entitled to receive physical delivery of certificated Receipts evidencing 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 an Owner of a Receipt. The
Bank of New York or such other entity as is agreed with DTC may hold the Master GDR as custodian
for DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership
of beneficial interests in the Master 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 Global Deposit Agreement to issuance or delivery of



- 3 -









 




Receipts shall be deemed to include, where applicable, adjustments in the records of the
Depositary showing the number of Book-Entry GDSs evidenced by the Master GDR.




     The Company has requested that DTC not effect any book-entry deliveries of the
Book-Entry GDSs, except deliveries to or between DTC participant accounts maintained by the
banks that act as depositaries for Clearstream (the “Deliver Order Chill”) until the Company
delivers further instructions.



     If, at any time when Book-Entry GDSs are represented by a Master GDR, DTC (or
Clearstream) ceases to make its book-entry settlement system available for the Book-Entry
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 continue to make the Global Depositary Shares available in book-entry form as
determined by the Company and the Depositary, the Company shall instruct the Depositary to
make Receipts evidencing Physical 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 and the Global 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 GDSs, such Receipts may evidence
any number of Global Depositary Shares.




	2.	 	SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.





     Subject to the terms and conditions of the Global Deposit Agreement, upon (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 GDSs, and (ii) surrender at the Corporate Trust Office of the
Depositary of this Receipt evidencing Book-Entry GDSs or Physical GDSs, if the book-entry
settlement system of DTC shall have become unavailable for Book-Entry GDSs, in either case,
for the purpose of withdrawal of the Deposited Securities represented by the Global Depositary
Shares evidenced by such Receipt or representing such person’s beneficial interest in
Book-Entry 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 of the Global Deposit Agreement and
payment of all taxes and governmental charges payable in connection with such surrender and
withdrawal of the Deposited Securities (or, with respect to any applicable stamp taxes, upon
the Depositary’s receipt of evidence satisfactory to the Depositary that any such amounts have
been fully paid), and subject to the terms and conditions of the Global Deposit Agreement, the
Memorandum and Articles of Association of the Company, the Deposited Securities and applicable
law, the Owner 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, to him or upon his order of
the amount of Deposited Securities at the time represented by



- 4 -









 






the Global Depositary Shares evidenced by such Receipt or such beneficial interest in Book-Entry
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 Owner or as ordered by him or certificates
properly endorsed or accompanied by a proper instrument or instruments of transfer to such Owner
or as ordered by him, and (y) any other securities, property and cash to which such Owner is then
entitled in respect of such Receipts to such Owner or as ordered by him. Such delivery shall be
made, as hereinafter provided, without unreasonable delay.



     Notwithstanding the foregoing, no Deposited Securities may be withdrawn upon receipt of
written instructions from DTC or DTC’s nominee on behalf of any Beneficial Owner or the surrender
of this Receipt, as the case may be, unless at or prior to the time of surrender the Depositary
shall have received a duly executed and completed written certificate and agreement (“Withdrawal
and Transfer Certificate”), in substantially the form attached as Annex II to the Global Deposit
Agreement, by or on behalf of the person surrendering such Receipt who after such withdrawal
will be the beneficial owner of such Deposited Securities.



     A Receipt surrendered under Section 2.05 of the Global Deposit Agreement 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 Owner
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 Depositary shall
direct the Custodian to deliver at the London office of such Custodian, subject to Sections 2.06,
3.01 and 3.02 of the Global Deposit Agreement and to the other terms and conditions of the Global
Deposit Agreement, to or upon the written order of the person or persons designated in the order
delivered to the Depositary as above provided, the amount of Deposited Securities represented by
the Global Depositary Shares evidenced by such Receipt or such beneficial interest in Book-Entry
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 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 Owner so surrendering a Receipt or any Beneficial
Owner submitting such written instructions for delivery, and for the account of such Owner 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 Global Depositary Shares
evidenced by such Receipt or the beneficial interest in



- 5 -









 






     Book-Entry 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 Owner, by air courier, cable, telex or facsimile transmission.



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




	3.	 	TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.





     The transfer of this Receipt is registrable on the books of the Depositary (a) if the
book-entry settlement system of DTC is then available for the Book-Entry 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 GDSs, upon surrender at the Corporate Trust Office of the
Depositary of this Receipt, by the Owner hereof 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 the United
States, and subject to the payment of funds sufficient to pay any applicable transfer taxes and
the fees and expenses of the Depositary as provided in Section 5.09 of the Global Deposit
Agreement (or, with respect to any applicable stamp taxes, upon the Depositary’s receipt of
evidence satisfactory to the Depositary that any such amounts have been fully paid). 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.



     This Receipt may be split into other such Receipts, or may be combined with other such
Receipts into one Receipt, representing the same aggregate number of Global Depositary Shares as
the Receipt or Receipts surrendered. The Depositary may deliver this 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 this Receipt under
Section 2.02(b) of the Global Deposit Agreement. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination or surrender of any Receipt or
withdrawal of any Deposited Securities 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



- 6 -









 






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 (or, with respect to any applicable stamp taxes, upon the Depositary’s receipt
of evidence satisfactory to the Depositary that any such amounts have been fully paid), may require
the production of proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with any regulations the Depositary may establish consistent with the
provisions of the Global Deposit Agreement, including, without limitation, Section 2.06 thereof.



     Notwithstanding the foregoing, with respect to any transfer of a Receipt evidencing Physical
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 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 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 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 Global
Depositary Shares are to be credited.



     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 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 the Global Deposit Agreement, or for any other reason.




	4.	 	LIABILITY OF OWNER FOR TAXES.





     If any tax or other governmental charge shall become payable with respect to this Receipt or
any Deposited Securities represented by the Global Depositary Shares evidenced by this Receipt,
such tax or other governmental charge will be payable by the Owner or Beneficial Owner hereof to
the Depositary (or, with respect to any applicable stamp taxes, such Owner or Beneficial Owner may
provide the Depositary with evidence satisfactory to the Depositary that any such amounts have been
fully paid). The Depositary may refuse to effect registration of transfer of this Receipt (or any
split-up or combination hereof) or any withdrawal of Deposited Securities represented by Global
Depositary Shares evidenced by this Receipt until such payment is made, and may



- 7 -









 






withhold any dividends or other distributions in respect of any Deposited Securities, or may sell
for the account of the Owner or Beneficial Owner hereof any part or all of the Deposited
Securities represented by the Global Depositary Shares evidenced by
this 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 Owner or Beneficial Owner hereof will remain liable
for any deficiency.




	5.	 	WARRANTIES OF DEPOSITORS.





     Every person depositing Shares under the Global Deposit Agreement will be deemed thereby to
represent and warrant, in addition to such representations and warranties as may be required
pursuant to Section 2.02 of the Global Deposit Agreement, 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 will survive the deposit of such Shares and
issuance of Receipts.



     Each purchaser of Receipts or Global Depositary Shares or a beneficial interest therein in
connection with the Initial Deposit will be deemed to acknowledge, represent and warrant and agree
to the same effect as the acknowledgment, certification and agreement set out in paragraphs 2, 3
and 4 of Annex I to the Global Deposit Agreement. Each person depositing or withdrawing Shares will
be deemed to acknowledge, represent and warrant to the same effect as the acknowledgment and
certifications set out in Annex I or II to the Global Deposit Agreement, as the case may be. Each
such purchaser and each such person on whose behalf Shares are deposited, and each 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 the Depositary, will bear one
or more legends substantially to the effect set out in Sections 2.01(a) and 2.01(b) of the Global
Deposit Agreement. Such acknowledgments, representations, warranties and agreements shall survive
any such purchase, deposit or withdrawal.




	6.	 	FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.





     Any person presenting Shares for deposit or any Owner or Beneficial Owner of this 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 this Receipt and the nature of such interest, proof of compliance with
all applicable laws and regulations and provisions of or governing Deposited Securities and the
terms of the Global 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 distribution of
rights or of the sale proceeds thereof or the delivery of any Deposited Securities until such



- 8 -









 






proof or
other information is filed or such certificates are executed or such representations
and warranties made. 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 the laws and regulations of England and that any necessary
approval has been granted by any governmental body in England which is then performing the
function of the regulation of currency exchange or any other function which requires approval for
the deposit of Shares.




	7.	 	CHARGES OF 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
of the Global Deposit Agreement) 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 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 under the Global Deposit
Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Global Deposit Agreement (4) such expenses as are incurred
by the Depositary in the conversion of Foreign Currency pursuant to Section 4.05 of the Global
Deposit Agreement, (5) a fee of $5.00 or less per 100 Global Depositary Shares (or portion thereof)
for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Global
Deposit Agreement, and the surrender of receipts pursuant to Section 2.05 or 6.02 of the Global
Deposit Agreement and (6) a fee of $.02 or less per Global
Depositary Share (or portion thereof) for
any cash distribution made pursuant to the Global Deposit Agreement,
including, but not limited to,
Sections 4.01 through 4.04 thereof, (7) a fee for the
distribution of securities pursuant to Section
4.02 of the Global Deposit Agreement, such fee being in an amount equal to the fee for the
execution and delivery of 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 Owners 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 Global Deposit Agreement.



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




	8.	 	PRE-RELEASE OF RECEIPTS.





     Notwithstanding Section 2.03 of the Global Deposit Agreement, the Depositary may execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.02




- 9 -










 





of the Global Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Global Deposit
Agreement, 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 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 under
the Global Deposit Agreement; 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 Section 2.09 of the Global
Deposit Agreement shall be required to deliver to the Depositary a duly executed and completed
Depositor Certificate in substantially the form attached to the Global Deposit Agreement as Annex
I.




	9.	 	TITLE TO RECEIPTS.





     Title to this Receipt (and to the Global Depositary Shares evidenced hereby), when properly
endorsed or accompanied by a proper instrument or instruments of transfer and transferred in
accordance with the terms of the Global Deposit Agreement, is transferable by delivery with the
same effect as in the case of a negotiable instrument under the laws of the State of New York;
provided, however, that the Depositary, notwithstanding any notice to the contrary, may
treat the Owner hereof as the absolute owner hereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice provided for in the
Global 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 the Global Deposit Agreement to any holder
of this Receipt, unless such holder is the Owner hereof.




	10.	 	VALIDITY OF RECEIPT.





     This Receipt will not be entitled to any benefits under the Global Deposit Agreement or be
valid or obligatory for any purpose, unless this 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



- 10 -









 





shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized
signatory of the Registrar.





	11.	 	REPORTS; INSPECTION OF TRANSFER BOOKS.





     The Depositary will make available for inspection by Owners at its Corporate Trust Office any
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 Owners copies of such reports when furnished by the Company pursuant to
Section 5.06 of the Global 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 Owners,
provided that such inspection shall not be for the purpose of communicating with Owners in the
interest of a business or object other than the business of the Company or a matter related to
the Global 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 under the Global Deposit
Agreement.




	12.	 	DIVIDENDS AND 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 of the Global Deposit Agreement, 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 of the Global Deposit Agreement) to the
Owners entitled thereto, in proportion to the number of 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 shall be required to withhold and does
withhold from such cash dividend or such other cash distribution an amount on account of taxes or
other governmental charges, the amount distributed to the Owner of the Receipts evidencing Global
Depositary Shares representing such Deposited Securities shall be reduced accordingly.



     Subject to the provisions of Sections 4.11 and 5.09 of the Global Deposit Agreement, whenever
the Depositary shall receive any distribution other than a distribution described in Section 4.01,
4.03 or 4.04 of the Global Deposit Agreement, the Depositary shall cause the securities or property
received by it to be distributed to the Owners entitled thereto, after the deduction or upon
payment of any fees and expenses of the Depositary or any taxes or other governmental charges under
the Global Deposit



- 11 -









 




Agreement in proportion to the number of 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
Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement
that the Company or the Depositary withhold an amount on account of taxes or other governmental
charges or that such securities must be registered under the Securities Act in order to be
distributed to Owners or Beneficial Owners of Receipts) the Depositary deems such distribution not
to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including, but not limited to, the public or private
sale of the securities or property thus received, or any part thereof, and the net proceeds of any
such sale (net of the fees and expenses of the Depositary as provided in Section 5.09 of the Global
Deposit Agreement) shall be distributed by the Depositary to the Owners entitled thereto, all in
the manner and subject to the conditions described in Section 4.01 of the Global Deposit Agreement.
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 legend affixed at the beginning hereof.




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



- 12 -









 




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 of the Global Deposit Agreement.




     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 any 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 Owners entitled thereto in proportion to the number of Global
Depositary Shares held by them respectively.




	13.	 	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 Owners or in disposing of such rights on behalf of any Owners and making
the net proceeds available to such Owners 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 Owners or dispose of
such rights and make the net proceeds available to such Owners, 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 Owners
but not to other Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of Global Depositary Shares
held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.



     In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts
requests the distribution of warrants or other instruments in order to exercise the rights
allocable to the Global Depositary Shares of such Owner under the Global Deposit Agreement, the
Depositary will make such rights available to such Owner 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 Owner 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
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such an Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount



- 13 -









 




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 Owner, 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 Owner. As agent for such Owner, the Depositary will cause the Shares
so purchased to be deposited pursuant to Section 2.02 of the Global Deposit Agreement, and shall,
pursuant to Section 2.03 of the Global Deposit Agreement, execute and deliver Receipts to such
Owner. In the case of a distribution pursuant to the second paragraph of Section 4.04 of the Global
Deposit Agreement, such Receipts shall be legended in the manner provided in Section 2.01 of the
Global Deposit Agreement 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 Owners, it may sell the rights, warrants or other instruments in
proportion to the number of Global Depositary Shares held by the Owners 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 of the Global
Deposit Agreement and all taxes and governmental charges payable in connection with such rights and
subject to the terms and conditions of the Global Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other instruments, upon an averaged or other
practical basis without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise.



     The Depositary will not offer rights to Owners 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 Owners or are registered under the provisions of such Act;
provided, that nothing in the Global 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 an Owner 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 Owner 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 Owners in general or any Owner in particular.



- 14 -









 






	14.	 	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 to the
Owners 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 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 Owners 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 of the
Global Deposit Agreement.



     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 Owners 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 Owners entitled thereto, the Depositary may in its discretion make such
conversion and distribution in Dollars to the extent permissible to the Owners 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
Owners entitled thereto.




	15.	 	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 notice of



- 15 -









 




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 Owners
who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of
the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any
such meeting, 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 of the Global Deposit
Agreement and to the other terms and conditions of the Global Deposit Agreement, the Owners 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 Global Depositary Shares evidenced by Receipts held
by them respectively and to give voting instructions, to exercise the rights of Owners under the
Global Deposit Agreement with respect to such changed number of Shares and to act in respect of any
other such matter.





	16.	 	VOTING OF DEPOSITED SECURITIES.





     Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail
to the Owners 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 Owners as of the close of business on a
specified record date will be entitled, subject to any applicable provision of English law and of
the Memorandum and Articles 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 Global Depositary Shares, and (c) a statement as to the
manner in which such instructions may be given[, including an express indication that such
instructions may be given or deemed given in accordance with the last sentence of this paragraph if
no instruction is received, to the Depositary to give a discretionary proxy to a person designated
to the Company]. Upon the written request of an Owner 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 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 [or deemed instructions. If no instructions are received by the Depositary
from any Owner with respect to any of the Deposited Securities represented by the Global Depositary
Shares evidenced by this Receipt on or before the date established by the Depositary for such
purpose, the Depositary



- 16 -









 




shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person
designated by the Company with respect to such Deposited Securities and the Depositary shall give a
discretionary proxy to a person designated by the Company to vote such Deposited Securities,
provided, that no such instruction shall be deemed given and no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the Depositary (and the
Company agrees to provide such information as promptly as practicable in writing) that (x) the
Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares].





	17.	 	CHANGES AFFECTING DEPOSITED SECURITIES.





     In circumstances where the provisions of Section 4.03 of the Global Deposit Agreement 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 securities
which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in
respect of Deposited Securities, shall be treated as new Deposited Securities under the Global
Deposit Agreement, and Global Depositary Shares shall thenceforth represent, in addition to
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 (a) if Book-Entry GDSs are available, make
appropriate entry in its records, or (b) if Book-Entry 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.




	18.	 	LIABILITY OF THE COMPANY AND DEPOSITARY.





     Neither the Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or 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 Memorandum and Articles 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, doing or performing any act or thing which by the terms of
the Global Deposit Agreement or the Deposited Securities it is provided shall be done or performed;
nor shall the Depositary nor the Company nor any



- 17 -









 




of their respective directors, employees, agents or affiliates incur any liability to any Owner 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 the Global 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 the Global Deposit Agreement. Where, by the terms of a
distribution pursuant to Section 4.01, 4.02, or 4.03 of the Global Deposit Agreement, or an
offering or distribution pursuant to Section 4.04 of the Global Deposit Agreement, or for any other
reason, such distribution or offering may not be made available to Owners, and the Depositary may
not dispose of such distribution or offering on behalf of such Owners and make the net proceeds
available to such Owners, then the Depositary shall not make such distribution or offering, and
shall allow any rights, if applicable, to lapse.




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



- 18 -









 





     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 the Global 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 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.




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





     The Depositary may at any time resign as Depositary under the Global Deposit Agreement 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 provided
in the Global Deposit Agreement. 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 provided in the Global Deposit Agreement. In case at any time the
Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor
depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The
City of New York. Every successor depositary will execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment under the Global Deposit Agreement, and
thereupon such successor depositary, without any further act or deed, will become fully vested with
all the rights, powers, duties and obligations of its predecessor; but such predecessor,
nevertheless, upon payment of all sums due it and on the written request of the Company, will
execute and deliver an instrument transferring to such successor all rights and powers of such
predecessor under the Global Deposit Agreement, will duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor, and will deliver to such
successor a list of the Owners of all outstanding Receipts. Any such successor depositary will
promptly mail notice of its appointment to the Owners. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may appoint a substitute or
additional custodian or custodians.




	20.	 	AMENDMENT.





     The form of the Receipts and any provisions of the Global Deposit Agreement may at any time
and from time to time be amended by agreement between the Company



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and the Depositary without the consent of Owners or Beneficial Owners of Receipts in any respect
which they may deem necessary or desirable. Any amendment which shall impose or increase any fees
or charges (other than taxes and other governmental charges, registration fees, cable, telex or
facsimile transmission costs, delivery costs or other expenses), or which shall otherwise prejudice
any substantial existing right of Owners will, however, not become effective as to outstanding
Receipts until the expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner and Beneficial Owner at the time any amendment
so becomes effective will be deemed, by continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Global Deposit Agreement as amended thereby. In no event
shall any amendment impair the right of the Owner of this Receipt to surrender such Receipt and
receive herefor the Deposited Securities represented hereby, except in order to comply with
mandatory provisions of applicable law.





	21.	 	TERMINATION OF GLOBAL DEPOSIT AGREEMENT.





     The
Depositary shall at any time at the direction of the Company terminate the Global
Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then
outstanding at least 90 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Global Deposit Agreement by mailing notice of such
termination to the Company and the Owners of all Receipts then outstanding, if at any time 90 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 of the Global Deposit Agreement. On and after the date of
termination, the Owner of this 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
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 of
the Global Deposit Agreement, 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 Global Depositary Shares evidenced by such Receipt. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of dividends and other
distributions to the Owners thereof, and shall not give any further notices or perform any further
acts under the Global 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 the Global 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 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 Owner of such Receipt in



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accordance with the terms and conditions of the Global Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the date of
termination, the Depositary may sell the Deposited Securities then held :under the
Global Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it under the Global Deposit Agreement, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of Receipts which
have not theretofore been surrendered, such Owners 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 the Global 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 Owner of such Receipt in accordance with the
terms and conditions of the Global Deposit Agreement, and any applicable taxes or governmental
charges). Upon the termination of the Global Deposit Agreement, the Company shall be discharged
from all obligations under the Global Deposit Agreement except for its obligations to the
Depositary under Sections 5.08 and 5.09 of the Global Deposit Agreement.





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