EX-4.3


Table of Contents


 Exhibit 4.3 

DEPOSIT AGREEMENT 
 Dated

 June 18, 2018 

RENAISSANCERE HOLDINGS LTD. 

AS ISSUER, 
 COMPUTERSHARE INC.
AND COMPUTERSHARE TRUST COMPANY, N.A., 
 AS DEPOSITARY, 

-and- 

The Holders From Time to Time of 

The Depositary Receipts Described Herein 

RELATING TO THE ISSUER’S RECEIPTS, DEPOSITARY SHARES AND RELATED 

5.750% SERIES F PREFERENCE SHARES 






Table of Contents


 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE 1
	 	DEFINITIONS	  	 	3	 
			
	 ARTICLE 2
	 	FORM OF RECEIPTS, DEPOSIT OF PREFERENCE SHARES, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	  	 	5	 
			
	 SECTION 2.01
	 	 Form and Transferability of Receipts
	  	 	5	 
	 SECTION 2.02
	 	 Deposit of Preference Shares; Execution and Delivery of Receipts in Respect Thereof
	  	 	7	 
	 SECTION 2.03
	 	 Optional Redemption of Preference Shares for Cash
	  	 	9	 
	 SECTION 2.04
	 	 Registration of Transfers of Receipts
	  	 	10	 
	 SECTION 2.05
	 	 Combinations and Split-ups of Receipts
	  	 	11	 
	 SECTION 2.06
	 	 Surrender of Receipts and Withdrawal of Preference Shares
	  	 	11	 
	 SECTION 2.07
	 	 Limitations on Execution and Delivery, Transfer, Split-up
	  	 	12	 
	 SECTION 2.08
	 	 Lost Receipts, etc
	  	 	12	 
	 SECTION 2.09
	 	 Cancellation and Destruction of Surrendered Receipts
	  	 	12	 
	 SECTION 2.10
	 	 No Pre-Release
	  	 	13	 
			
	 ARTICLE 3
	 	CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY	  	 	13	 
			
	 SECTION 3.01
	 	 Filing Proofs, Certificates and Other Information
	  	 	13	 
	 SECTION 3.02
	 	 Payment of Fees and Expenses
	  	 	13	 
	 SECTION 3.03
	 	 Representations and Warranties as to Preference Shares
	  	 	13	 
	 SECTION 3.04
	 	 Representation and Warranty as to Receipts and Depositary Shares
	  	 	13	 
			
	 ARTICLE 4
	 	THE PREFERENCE SHARES; NOTICES	  	 	14	 
			
	 SECTION 4.01
	 	 Cash Distributions
	  	 	14	 
	 SECTION 4.02
	 	 Distributions Other Than Cash
	  	 	14	 
	 SECTION 4.03
	 	 Subscription Rights, Preferences or Privileges
	  	 	15	 
	 SECTION 4.04
	 	 Notice of Dividends; Fixing of Record Date for Holders of Receipts
	  	 	16	 
	 SECTION 4.05
	 	 Voting Rights
	  	 	16	 
	 SECTION 4.06
	 	 Changes Affecting Preference Shares and Reclassifications, Recapitalizations, Etc
	  	 	17	 
	 SECTION 4.07
	 	 Inspection of Reports
	  	 	17	 
	 SECTION 4.08
	 	 Lists of Receipt Holders
	  	 	18	 
	 SECTION 4.09
	 	 Withholding
	  	 	18	 


  
 - 1 - 







Table of Contents



							
	 ARTICLE 5
	 	THE DEPOSITARY AND THE COMPANY	  	 	18	 
			
	 SECTION 5.01
	 	 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar
	  	 	18	 
	 SECTION 5.02
	 	 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Company
	  	 	19	 
	 SECTION 5.03
	 	 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company
	  	 	19	 
	 SECTION 5.04
	 	 Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	 	23	 
	 SECTION 5.05
	 	 Notices, Reports and Documents
	  	 	24	 
	 SECTION 5.06
	 	 Indemnification by the Company
	  	 	24	 
	 SECTION 5.07
	 	 Fees, Charges and Expenses
	  	 	24	 
	 SECTION 5.08
	 	 Tax Compliance
	  	 	25	 
			
	 ARTICLE 6
	 	 AMENDMENT AND TERMINATION
	  	 	25	 
			
	 SECTION 6.01
	 	 Amendment
	  	 	25	 
	 SECTION 6.02
	 	 Termination
	  	 	26	 
			
	 ARTICLE 7
	 	 MISCELLANEOUS
	  	 	26	 
			
	 SECTION 7.01
	 	 Counterparts
	  	 	26	 
	 SECTION 7.02
	 	 Exclusive Benefits of Parties
	  	 	26	 
	 SECTION 7.03
	 	 Invalidity of Provisions
	  	 	26	 
	 SECTION 7.04
	 	 Notices
	  	 	26	 
	 SECTION 7.05
	 	 Depositary’s Agents
	  	 	27	 
	 SECTION 7.06
	 	 Holders of Receipts Are Parties
	  	 	27	 
	 SECTION 7.07
	 	 Governing Law
	  	 	27	 
	 SECTION 7.08
	 	 Inspection of Deposit Agreement and Certificate of Designations
	  	 	28	 
	 SECTION 7.09
	 	 Headings
	  	 	28	 
	 SECTION 7.10
	 	 Confidentiality
	  	 	28	 
	 SECTION 7.11
	 	 Further Assurances
	  	 	28	 
		
	Exhibit A – Form of Face of Receipt; Form of Reverse of Receipt	  	 	31	 
	Exhibit B – Certificate of Designations	  	 	32	 


  
 - 2 - 







Table of Contents


 DEPOSIT AGREEMENT 

DEPOSIT AGREEMENT, dated June 18, 2018 among RENAISSANCERE HOLDINGS LTD., a Bermuda exempted company (the
“Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust
Company”), jointly as Depositary (as hereinafter defined), and the holders from time to time of Receipts (as hereinafter defined) issued hereunder. 

WITNESSETH: 
 WHEREAS, it is
desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of the Company’s Preference Shares (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance
hereunder of Depositary Shares representing a fractional interest in the Preference Shares deposited and for the execution and delivery of Receipts evidencing Depositary Shares; 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided in this Deposit Agreement; 
 WHEREAS, the terms and conditions of the Preference
Shares are substantially set forth in the Certificate of Designations attached hereto as Exhibit B; and 
 NOW, THEREFORE, in
consideration of the premises contained herein, it is agreed by and among the parties hereto as follows: 

ARTICLE 1 

DEFINITIONS 
 The following
definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: 

“Bye-laws” shall mean the amended and restated
bye-laws of the Company as may be further amended and/or restated from time to time. 

“Certificate of Designations” shall mean the certificate of designations, adopted by the Board of Directors of
the Company or a duly authorized committee thereof, establishing and setting forth the rights, preferences and privileges of the Preference Shares attached hereto as Exhibit B, and as such certificate may be amended or restated from time to
time. 
 “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented
from time to time. 
 “Depositary” shall mean Computershare and the Trust Company, acting jointly, and any
successor as Depositary hereunder. The Depositary, along with its affiliates, shall maintain combined capital and surplus of at least $50,000,000, and so shall any successor depositary hereunder. 

  
 - 3 - 







Table of Contents


 “Depositary Office” shall mean the principal office of the
Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at 250 Royall Street, Canton, Massachusetts 02010. 

“Depositary Share” shall mean the security representing a
1/1,000th fractional interest in a Preference Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect
of such Preference Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights,
preferences and privileges of the Preference Shares represented by such Depositary Share (including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations). 

“Depositary’s Agent” shall mean an agent appointed by the Depositary as provided, and for the purposes
specified, in Section 7.05. 
 “Dividend Disbursing Agent” shall mean Computershare or any bank
or trust company appointed to register ownership and transfers of Receipts and the deposited Preference Shares, as herein provided. 

“Dividend Payment Date” shall have the meaning set forth in the Certificate of Designations. 

“Dividend Record Date” means the applicable record date in respect of a Dividend Payment Date as contemplated
by the Certificate of Designations. 
 “DTC” means The Depository Trust Company. 

“DTC Receipt” has the meaning set forth in Section 2.01. 

“Funds” has the meaning set forth in Section 2.03. 

“Memorandum of Association” shall mean the memorandum of association of the company together with any amendments thereto,
filed with the Registrar of Companies in Bermuda. 
 “Moody’s” has the meaning set forth in
Section 2.03. 
 “Preference Shares” shall mean the Company’s 5.750% Series F
Preference Shares, $1.00 par value per share, heretofore validly issued, fully paid and nonassessable. 
 “Receipt”
shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto. 

“record date” shall mean the date fixed pursuant to Section 4.04. 

  
 - 4 - 







Table of Contents


 “Record holder” or “holder” as
applied to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. 

“Redemption Agent” shall mean Computershare and Trust Company or any bank or trust company appointed to register ownership
and transfers of Receipts and the deposited Preference Shares, as herein provided. 
 “redemption date” has
the meaning set forth under Section 2.03. 
 “redemption price” has the meaning set
forth under Section 2.03. 
 “Registrar” shall mean the Trust Company or any bank or trust
company appointed to register ownership and transfers of Receipts and the deposited Preference Shares, as herein provided. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“S&P” has the meaning set forth in Section 2.03. 

“Transfer Agent” shall mean the Trust Company or any bank or trust company appointed to transfer the Receipts
and the deposited Preference Shares, as herein provided. 
 ARTICLE 2 

FORM OF RECEIPTS, DEPOSIT OF PREFERENCE SHARES, EXECUTION AND 

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 

SECTION 2.01 Form and Transferability of Receipts. Definitive Receipts shall be printed and shall be
substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, in each case with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the
Depositary, upon and pursuant to the written order of the Company delivered in compliance with Section 2.02, shall be authorized and instructed to, and shall, execute and deliver temporary Receipts which shall be
substantially of the tenor of the definitive Receipts in lieu of which they are issued and in each case with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine (but which
do not affect the rights or duties of the Depositary), as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After
the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary Office without charge to the holder. Upon surrender for cancellation of any one
or more temporary Receipts, the Depositary is hereby authorized and instructed to, and shall, execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary
Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with
respect to the Preference Shares deposited, as definitive Receipts. 

  
 - 5 - 







Table of Contents


 Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary; provided, that if a Registrar for the Receipts (other than the Depositary) shall have been appointed then such Receipts shall also be countersigned by manual or facsimile signature of a duly authorized
signatory of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall record on
its books each Receipt executed as provided above and delivered as hereinafter provided. 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 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. 

Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance. 

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary and approved by the Company, or which the Company has determined are required to comply with any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Depositary Shares may be listed for trading or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, in each case as
directed by the Company. 
 Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed, or
accompanied by a properly executed instrument of transfer or endorsement, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the
purpose of determining the person entitled to distributions of dividends or other distributions or payments with respect to the Preference Shares, to exercise any redemption or voting rights or to receive any notice provided for in this Deposit
Agreement and for all other purposes. 
 Notwithstanding the foregoing, the Depositary and the Company will make application to DTC for
acceptance of all of the Receipts for its book-entry settlement system. In connection with such request, 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 such
Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry settlement with DTC, unless otherwise required by law, all Depositary Shares to be traded on the New York Stock Exchange with book-entry settlement through DTC shall
be represented by a single receipt (the “DTC Receipt”), which shall be deposited with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially expected to be
Cede & Co.). The Depositary or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in 

  
 - 6 - 







Table of Contents


 
the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt or (ii) institutions
that have accounts with DTC. 
 If issued, the DTC Receipt shall be exchangeable for definitive Receipts only if (i) DTC notifies the
Company at any time that it is unwilling or unable to continue to make its book-entry settlement system available for the Receipts and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in
writing, (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency registered under applicable law and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in
writing or (iii) the Company executes and delivers to DTC a notice to the effect that such DTC Receipt shall be so exchangeable. If the beneficial owners of interests in Depositary Shares are entitled to exchange such interests for definitive
Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such beneficial interests may be so exchanged, the
Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary in writing to execute and deliver to the beneficial owners of
the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical form evidencing such Depositary Shares. The DTC Receipt shall be in such form and shall bear such legend or legends as may be appropriate or required by
DTC in order for it to accept the Depositary Shares for its book-entry settlement system. Notwithstanding any other provision herein to the contrary, if the Receipts are at any time eligible for book-entry settlement through DTC, delivery of
Preference Shares and other property in connection with the withdrawal or redemption of Depositary Shares will be made through DTC and in accordance with its procedures, unless the holder of the relevant Receipt otherwise requests and such request
is reasonably acceptable to the Depositary and the Company. 
 SECTION 2.02 Deposit of Preference Shares;
Execution and Delivery of Receipts in Respect Thereof. Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing
10,000 Preference Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed officer’s certificate attaching the Certificate of Designations and all other information required to be set forth therein, (ii) an
opinion of counsel to the Company addressed to the Depository containing opinions, or a letter of counsel to the Company authorizing reliance on such counsel’s opinions delivered to the underwriters named therein, relating to, (A) the
existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the
effectiveness of any registration statement under the Securities Act relating to the Depositary Shares or whether exemption from such registration is applicable, and (iii) a written order of the Company 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 for the Depositary Shares representing such deposited Preference Shares registered in such names specified in such written order. The
Depositary acknowledges receipt of the aforementioned 10,000 Preference Shares and related 

  
 - 7 - 







Table of Contents


 
documentation and agrees to hold such deposited Preference Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall
determine. The Company hereby appoints Computershare and the Trust Company as the Depositary, Registrar, Transfer Agent, Dividend Disbursing Agent and Redemption Agent for the Preference Shares deposited hereunder and the Trust Company and
Computershare hereby accept such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preference Shares held by it by notation, book-entry or other appropriate method. 

If required by the Depositary, Preference Shares presented for deposit by the Company at any time, whether or not the register of shareholders
of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe
for additional Preference Shares or to receive other property that any person in whose name the Preference Shares are or has been registered may thereafter receive upon or in respect of such deposited Preference Shares, or in lieu thereof such
agreement of indemnity or other agreement as shall be satisfactory to the Depositary. 
 Upon receipt by the Depositary of a certificate or
certificates for Preference Shares deposited hereunder, together with the other documents specified above, and upon registering such Preference Shares in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for
the number of whole Depositary Shares representing the Preference Shares so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other
reclassifications affecting the Preference Shares, or in the case of dividends or other distributions of Preference Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preference Shares as set forth
in the Certificate of Designations, as such may be amended. To the extent that the Company issues Preference Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been duly authorized by
the Company), the Company shall notify the Depositary of such issuance in writing. 
 The Depositary shall be permitted to rely on
applicable opinions of counsel delivered to the underwriters pursuant to each of Sections 6(b) and 6(c) of the underwriting agreement dated June 11, 2018 among the Company and the underwriters named therein relating to the sale of the
Depositary Shares to the public. In addition, Willkie Farr & Gallagher LLP, U.S. counsel to the Company, shall deliver a letter to the Depositary, subject to the qualifications and assumptions set forth therein, that (i) the
Company’s registration statement on Form S-3ASR (the “Registration Statement”) relating to depositary shares, preference shares and other securities became effective upon filing with the
Securities and Exchange Commission (the “Commission”) and (ii) no stop order suspending the effectiveness of the Registration Statement has been instituted or is pending or threatened by the Commission. 

  
 - 8 - 







Table of Contents


 The Company shall deliver to the Depositary from time to time such quantities of Receipts as the
Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement. 

SECTION 2.03 Optional Redemption of Preference Shares for Cash. Whenever the Company shall elect to redeem
deposited Preference Shares for cash in accordance with the provisions of the Certificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior
written notice of the date fixed for redemption of such Preference Shares (the “redemption date”) and of the number of such Preference Shares held by the Depositary to be redeemed and the applicable redemption price (the
“redemption price”), as set forth in the Certificate of Designations. The Depositary shall mail, first-class postage prepaid, or otherwise transmit by an authorized method, notice of the redemption of Preference Shares and the
proposed simultaneous redemption of the Depositary Shares representing the Preference Shares to be redeemed, not less than 30 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such
redemption pursuant to Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided, however,
that the failure to mail any such notice to one or more such holders or any defect in any such notice shall not affect the sufficiency of the proceedings for redemption except as to the holder to whom notice was not given or defective. 

The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date;
(ii) the redemption price; (iii) the number of deposited Preference Shares and Depositary Shares to be redeemed; (iv) if fewer than all Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held
by such holder to be so redeemed; (v) the place or places where the Preference Shares and the Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the redemption price; and (vi) that on the redemption
date dividends in respect of the Preference Shares represented by the Depositary Shares to be redeemed will cease to accrue. 
 In the event
that notice of redemption has been made as described in the immediately preceding paragraphs and the Company shall then have paid in full to the Depositary the redemption price (determined pursuant to the Certificate of Designations) of the
Preference Shares deposited with the Depositary to be redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preference Shares so called for redemption by the Company and on the redemption date (unless the Company
shall have failed to pay for the Preference Shares to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the Preference Shares called for redemption shall cease to
accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of
such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares
shall be redeemed at a cash redemption price per Depositary Share equal to 1/1,000th of the redemption price per share paid in respect of the Preference Shares, plus any declared but unpaid
dividends thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the 

  
 - 9 - 







Table of Contents


 
Certificate of Designations. In the event of any conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designations, the provisions of the Certificate
of Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to
change or modify any of the rights, duties or immunities of the Depositary contained herein. 
 If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the
Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 

If less than all of the Preference Shares are redeemed pursuant to the Company’s exercise of its optional redemption right, the
Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. 

All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services
(the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, Computershare
may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with
Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier
1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg
Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a
default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such
interest, dividends or earnings to the Company, any holder or any other party 
 SECTION 2.04 Registration of
Transfers of Receipts. The Company hereby appoints the Trust Company as the Registrar and Transfer Agent for the Receipts and the Trust Company and Computershare hereby accept such appointment and, as such, shall register on its books from time
to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and appropriate
evidence of authority, which shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority
that may be required by the Trust Company and Computershare, 

  
 - 10 - 







Table of Contents


 
together with evidence of the payment by the applicable party of any transfer taxes as may be required by law. Upon such surrender, the Trust Company shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. 

SECTION 2.05 Combinations and Split-ups of Receipts. Upon surrender
of a Receipt or Receipts at the Depositary Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of
this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. 

SECTION 2.06 Surrender of Receipts and Withdrawal of Preference Shares. Any holder of a Receipt or Receipts
may withdraw any number of whole shares of deposited Preference Shares represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such
Receipt or Receipts to the Depositary Office or at such other office as the Depositary may designate for such withdrawals; provided, that a holder of a Receipt or Receipts may not withdraw such Preference Shares (or money and other property,
if any, represented thereby) which has previously been called for redemption. Upon such surrender, upon payment of the fee of the Depositary for the surrender of Receipts to the extent provided in Section 5.07 and payment
of all taxes and governmental charges in connection with such surrender and withdrawal of Preference Shares, and subject to the terms and conditions of this Deposit Agreement, without unreasonable delay, the Depositary shall deliver to such holder,
or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of such Preference Shares and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or
Receipts so surrendered for withdrawal, but holders of such whole shares of Preference Shares will not thereafter be entitled to deposit such Preference Shares hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered
by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of deposited Preference Shares to be withdrawn, the
Depositary shall at the same time, in addition to such number of whole shares of Preference Shares and such money and other property, if any, to be withdrawn, deliver to such holder, or upon such holder’s order (subject to
Section 2.04), a new Receipt or Receipts evidencing such excess number of Depositary Shares. Delivery of such Preference Shares and such money and other property being withdrawn may be made by the delivery of such
certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. 

If the deposited Preference Shares and the money and other property being withdrawn are to be delivered to a person or persons other than the
record holder of the Receipt or Receipts being surrendered for withdrawal of Preference Shares, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such Preference Shares be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank. 

  
 - 11 - 







Table of Contents


 The Depositary shall deliver the deposited Preference Shares and the money and other property, if
any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Depositary Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder
thereof, such delivery may be made at such other place as may be designated by such holder. 
 SECTION 2.07
Limitations on Execution and Delivery, Transfer, Split-up. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Company shall have made such
payment, the reimbursement to it) of any tax or other governmental charge and stock transfer or registration fee with respect thereto (including any such tax or charge with respect to the Preference Shares being deposited or withdrawn); (ii) the
production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature) including, as noted in Section 2.04 above, a signature guarantee from an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary; and (iii) compliance with such regulations, if
any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange on which the deposited Preference Shares, the Depositary Shares or the Receipts may be
included for quotation or listed. 
 The deposit of Preference Shares may be refused, the delivery of Receipts against Preference Shares may
be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the
register of shareholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary’s Agents 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 other provision of this Deposit Agreement. 
 
SECTION 2.08 Lost Receipts, etc. In case any Receipt shall be mutilated and surrendered to the Depositary or destroyed or lost or stolen, the Depositary shall execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt; provided, that the holder thereof shall have (i) filed with the Depositary (a) a request for such execution and
delivery before the Depositary has notice that the Receipt has been acquired by a protected purchaser and (b) an open penalty surety bond satisfactory to the Depositary, (ii) satisfied any other reasonable requirements imposed by the
Depositary and (iii) complied with such other reasonable regulations and paid such other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial
Code as in effect in the State of New York. 
 SECTION 2.09 Cancellation and Destruction of Surrendered
Receipts. All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized, but not required, to destroy such
Receipts so cancelled. 

  
 - 12 - 







Table of Contents


 SECTION 2.10 No
Pre-Release. The Depositary shall not deliver any deposited Preference Shares evidenced by Receipts prior to the receipt and cancellation of such Receipts or other similar method used with respect to
Receipts held by DTC. The Depositary shall not issue any Receipts prior to the receipt by the Depositary of the corresponding Preference Shares evidenced by such Receipts. At no time will any Receipts be outstanding if such Receipts do not represent
Preference Shares deposited with the Depositary. 
 ARTICLE 3 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY 

SECTION 3.01 Filing Proofs, Certificates and Other Information. Any person presenting Preference Shares
for deposit or any holder of a Receipt may be required from time to time to file with the Depositary such proof of residence, guarantee of signature or other information and to execute such certificates as the Depositary may reasonably deem
necessary or proper or the Company may reasonably require by written request to the Depositary. The Depositary or the Company may withhold or delay the delivery of any Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of
the deposited Preference Shares represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is
filed, or such certificates are executed. 
 SECTION 3.02 Payment of Fees and Expenses. Holders of
Receipts shall be obligated to make payments to the Depositary of certain fees and expenses and taxes or other governmental charges to the extent provided in Section 3.05 and Section 5.07, or
provide evidence satisfactory to the Depositary that such fees and expenses and taxes or other governmental charges have been paid. Until such payment is made, transfer of any Receipt or any withdrawal of the Preference Shares or money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution may be withheld, and any part or all of the Preference Shares or other property represented by the Depositary Shares
evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale). Any dividend or other distribution so withheld and the proceeds
of any such sale may be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for any deficiency. 
 
SECTION 3.03 Representations and Warranties as to Preference Shares. In the case of the initial deposit of the Preference Shares hereunder, the Company represents and warrants that such Preference Shares and each certificate therefor are
validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Preference Shares and the issuance of Receipts. 

SECTION 3.04 Representation and Warranty as to Receipts and Depositary Shares. The Company hereby
represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/1,000th
fractional interest in a deposited Preference Share represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Preference Shares and the issuance of Receipts evidencing the Depositary Shares. 

  
 - 13 - 







Table of Contents


 The Company will pay any and all stock transfer, documentary, stamp and similar taxes that may be
payable in respect of any issuance or delivery of Depositary Shares or Preference Shares or other securities issued on account of Depositary Shares or certificates representing such shares or securities. The Company, however, will not be required to
pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of Preference Shares, Depositary Shares or other securities in a name other than that in which the Depositary Shares with respect to which such
shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the record holder thereof, and will not be required to make any such issuance, delivery or payment unless and
until the person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable. 

ARTICLE 4 

THE PREFERENCE SHARES; NOTICES 

SECTION 4.01 Cash Distributions. Whenever Computershare shall receive any cash dividend or other cash
distribution on the deposited Preference Shares, including any cash received upon redemption of any Preference Shares pursuant to Section 2.03, Computershare shall, subject to Sections 3.01 and 3.02,
distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by
the Receipts held by such holders; provided, however, that in case the Company or Computershare shall be required by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preference Shares
represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such
Receipts subject to such withholding shall be reduced accordingly. Computershare, however, shall distribute or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts
a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to record holders entitled thereto and any balance not so distributable shall be held by Computershare (without liability for
interest thereon) and shall be added to and be treated as part of the next succeeding distribution to record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8BEN-E, Form W-8EXP,
Form W-8IMY, Form W-8ECI or another applicable Form W-8) or Form W-9 (which form shall
set forth such holder’s certified taxpayer identification number if requested on such form), as may be applicable. Each holder of a Receipt acknowledges that in the event of non-compliance with the
preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by Computershare of a portion of any of the distribution to be made hereunder. 

SECTION 4.02 Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other
than cash on the deposited Preference Shares, the Depositary shall, at the direction of the Company, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any
manner that the 

  
 - 14 - 







Table of Contents


 
Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such
record holders, or if for any other reason (including any requirement that the Company or Computershare withhold an amount because of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale of the property thus received, or any part thereof, in a commercially
reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02 be distributed or made available for distribution, as the case may be, by Computershare to record holders of receipts as provided by Section 4.01 in
the case of a distribution received by cash. The Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have
been registered under the Securities Act or do not need to be registered. 
 SECTION 4.03 Subscription
Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preference Shares are registered on the books of the Company any rights, preferences or privileges to
subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in
such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (i) if at the time of issue or offer of any such
rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise)
or (ii) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if the
Depositary undertakes such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights,
preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to
Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not
make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do
not need to be registered. 
 If registration under the Securities Act of the securities to which any rights, preferences or privileges
relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will
promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. 

  
 - 15 - 







Table of Contents


 
In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration
statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of
counsel to such effect. 
 If any other action under the law of any jurisdiction or any governmental or administrative authorization,
consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and use its commercially reasonable
efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. 

The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any section of this
Deposit Agreement unless and until it has received such notification. 
 SECTION 4.04 Notice of Dividends;
Fixing of Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered,
with respect to the deposited Preference Shares, or whenever the Depositary shall receive notice of (i) any meeting at which holders of such Preference Shares are entitled to vote or of which holders of such Preference Shares are entitled to
notice or (ii) any election on the part of the Company to redeem any such Preference Shares, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the
Preference Shares) (the “record date”) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, to give
instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or whose Depositary Shares are to be so redeemed. 

SECTION 4.05 Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited
Preference Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is
contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable
provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preference Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall, insofar as practicable, vote or cause to be voted the amount of Preference Shares represented by the Depositary Shares evidenced
by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a deposited Preference Share, the Depositary shall aggregate such interest with all
other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such 

  
 - 16 - 







Table of Contents


 
aggregation in accordance with the instructions received in such requests. Each Preference Share is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preference Shares or cause such
Preference Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will refrain from voting any Preference Shares represented by the Depositary Shares evidenced by such Receipt. 

SECTION 4.06 Changes Affecting Preference Shares and Reclassifications, Recapitalizations, Etc. Upon any
change in liquidation preference, par or stated value, split-up, combination or any other reclassification of the Preference Shares, or upon any recapitalization, reorganization, merger, amalgamation or
consolidation to which the Company is a party or sale of all or substantially all of the Company’s assets, the Depositary shall, upon the written instructions of the Company setting forth any of the following adjustments, (i) reflect such
adjustments in the Depositary’s books and records in (a) the fraction of an interest in a Preference Share represented by one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a
Preference Share, as may be required by or as is consistent with the provisions of the Certificate of Designations to fully reflect the effects of such change in liquidation preference, par or stated value,
split-up, combination or other reclassification of Preference Shares, of such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any shares of stock or other
securities or property (including cash) that shall be received by the Depositary in exchange for or in respect of the Preference Shares as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent
the proportionate interests of holders thereof in the new deposited property so received in exchange for or in respect of such Preference Shares. In any such case the Depositary may, upon the receipt of written request of the Company, execute and
deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. 

Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change
in liquidation preference, par or stated value, split-up, combination or other reclassification of the Preference Shares for any such recapitalization, reorganization, merger, amalgamation or consolidation or
sale to the extent that holders of Preference Shares had the right, prior to or as of the applicable effective date, to convert, exchange or surrender the Preference Share represented thereby only into or for, as the case may be, the kind and amount
of shares of stock and other securities and property and cash into which such Preference Shares might have been exchanged or surrendered immediately prior to the effective date of such transaction. 

SECTION 4.07 Inspection of Reports. The Depositary shall make available for inspection by holders of
Receipts at the Depositary Office, and at such other places as it may from time to time deem advisable during normal business hours, any reports and communications received from the Company that are both received by the Depositary as the holder of
deposited Preference Shares and made generally available to the holders of the Preference Shares. In addition, the Depositary shall transmit, upon written request by the Company, certain notices and reports to the holders of Receipts as provided in
Section 5.05. 

  
 - 17 - 







Table of Contents


 SECTION 4.08 Lists of Receipt Holders. Promptly upon request
from time to time by the Company, the Registrar shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the
books of the Registrar. 
 SECTION 4.09 Withholding. Notwithstanding any other provision of this Deposit
Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax or other governmental charge which the Depositary is obligated by law to withhold, the Depositary may dispose of, by public or private
sale, all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property
after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in the event the Depositary determines that such
distribution of property is subject to withholding tax only with respect to some but not all holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to such holders that is
required to generate sufficient proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other holders of Receipts to receive such distribution in property. 

ARTICLE 5 

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY 

SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar. The
Depositary shall maintain at the Depositary Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of
Preference Shares and at the offices of the Depositary’s Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and
withdrawal of Preference Shares, all in accordance with the provisions of this Deposit Agreement. 
 The Registrar shall keep books at the
Depositary Office for the registration and transfer of Receipts, which books at all reasonable times during normal business hours shall be open for inspection by the record holders of Receipts as provided by applicable law. The Company may cause the
Registrar to close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder and the Registrar may close such books because of any requirement of law or any government,
governmental body or commission, stock exchange or any applicable self-regulatory body. 
 If the Receipts or the Depositary Shares
evidenced thereby or the Preference Shares represented by such Depositary Shares shall be listed on the New York Stock Exchange or any other stock exchange, the Depositary may, with the written approval of the Company, appoint a registrar
(acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange. Such registrar (which may be the Registrar if so permitted by the requirements of such exchange) may be removed
and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Company. If the 

  
 - 18 - 







Table of Contents


 
Receipts, such Depositary Shares or such Preference Shares are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Company, arrange such facilities
for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preference Shares as may be required by law or applicable stock exchange regulations. 

SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents,
the Registrar or the Company. None of the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent, or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future
law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar or Transfer Agent, by reason of any provision, present or future, of
the Certificate of Designations or, in the case of the Company, the Depositary, the Depositary’s Agent, the Transfer Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the
Depositary, any Depositary’s Agent, the Transfer Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor
shall the Depositary, any Depositary’s Agent, the Transfer Agent, any Registrar or the Company incur any liability to any holder of a Receipt (or any beneficial owner thereof) by reason of any nonperformance or delay, caused as aforesaid, in
the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. 

SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Company. The Company does not assume any obligation and shall not be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith,
gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement (which bad faith, gross negligence or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent or Registrar assumes any obligation and
shall not be subject to any liability under this Deposit Agreement to holders of Receipts, the Company or any other person or entity other than for its bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful
misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything to the contrary contained herein, neither the
Depositary, nor any Depositary’s Agent nor any Transfer Agent or Registrar shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including but not limited to, lost profits, even if such person or
entity alleged to be liable has knowledge of the possibility of such damages. Notwithstanding anything contained herein to the contrary, the Depositary’s aggregate liability during any term of this Agreement with respect to, arising from, or
arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to
Depositary as fees and charges, but not including reimbursable expenses. 

  
 - 19 - 







Table of Contents


 None of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or the
Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preference Shares, Depositary Shares or Receipts that in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. 
 None of the Depositary,
any Depositary’s Agent, any Registrar or Transfer Agent or the Company shall be liable for any action or any failure to act by it in reliance upon the advice of legal counsel or accountants, or information provided by any person presenting
Preference Shares for deposit or any holder of a Receipt. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting 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. 
 In the event the
Depositary, any Depositary’s Agent, any Registrar or Transfer Agent shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary, any
Depositary’s Agent, any Registrar or Transfer Agent, as applicable, shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set
forth in Section 5.06 in connection with any action so taken. 
 The Depositary shall not be responsible for any
failure to carry out any instruction to vote any of the deposited Preference Shares or for the manner or effect of any such vote made, as long as any such action or non-action does not result from bad faith,
gross negligence or willful misconduct of the Depositary (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of
competent jurisdiction). The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Depositary or any Registrar or Transfer Agent. 
 The Depositary, its parent,
affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar or Transfer Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily
interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary
may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. 

It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under
the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preference
Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. 

  
 - 20 - 







Table of Contents


 Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any
Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preference Shares, the
Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is
responsible for its representations in this Deposit Agreement. 
 The Company agrees that it will register the deposited Preference Shares
and the Depositary Shares in accordance with the applicable securities laws. 
 In the event the Depositary, the Depositary’s Agent or
any Registrar or Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, the Depositary, the
Depositary’s Agent, Transfer Agent or Registrar shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and the Depositary, the
Depositary’s Agent, Transfer Agent or Registrar shall be fully protected and shall incur no liability to any person from refraining from taking such action, absent bad faith, gross negligence or willful misconduct (which bad faith, gross
negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have
been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) the Depositary, the Depositary’s Agent, Transfer Agent or Registrar receives written instructions with respect to such matter signed by the Company that
eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar. 

Whenever in the performance of its duties under this Deposit Agreement, the Depositary, the Depositary’s Agent, Transfer Agent or
Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Accounting Officer or Secretary of the
Company and delivered to the Depositary, the Depositary’s Agent, Transfer Agent or Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, the Depositary’s Agent, Transfer Agent or
Registrar and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such
certificate. The Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall not be liable for or by reason of any of the statements of fact or recitals contained in this Deposit Agreement or in the Receipts (except its
countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only. 

The Depositary, the Depositary’s Agent, Transfer Agent or Registrar will not be under any duty or responsibility to ensure compliance
with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Preference Shares or Depositary Shares. 

  
 - 21 - 







Table of Contents


 Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations
shall affect the rights, duties, obligations or immunities of the Depositary, Transfer Agent, the Depositary’s Agent or Registrar hereunder. 

The Depositary, any Depositary’s Agent, Transfer Agent and any Registrar hereunder: 

(i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations),
or as may subsequently be agreed to in writing by the parties; 
 (ii) shall have no obligation to make payment hereunder
unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; 

(iii) shall not be obligated to take any legal or other action hereunder; if, however, it determines to take any legal or other
action hereunder, and, where the taking of such action might in its judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; 

(iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; 

(v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and
oral instructions given in accordance with this Deposit Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) of
officers of the Company; 
 (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such counsel; 

(vii) shall not be called upon at any time to advise any person with respect to the Preference Shares, Depositary Shares or
Receipts; 
 (viii) shall not be liable or responsible for any recital or statement contained in any documents relating
hereto or the Preference Shares, Depositary Shares or Receipts; and 

  
 - 22 - 







Table of Contents


 (ix) shall not be liable in any respect on account of the identity, authority or
rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. 

The obligations of the Company and the rights of the Depositary, the Depositary’s Agent, Transfer Agent and Registrar set forth in this
Section 5.03 shall survive the replacement, removal or resignation of the Depositary, any Registrar, Transfer Agent or Depositary’s Agent or termination of this 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 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 notice of such removal delivered to the Depositary,
such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage
prepaid, to the holders of Receipts. 
 In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall,
within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a
combined capital and surplus, together with its affiliates, of at least $50,000,000 or (ii) an affiliate of a person specified in clause (i). If a successor depositary shall not have been appointed and have accepted appointment in 60 days, the
resigning Depositary may petition a court of competent jurisdiction to appoint a successor depositary. 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 and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall
duly assign, transfer and deliver all rights, title and interest in the deposited Preference Shares and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the record holders of all outstanding
Receipts. 
 Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, or any corporation
or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor depositary may
execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary. 

  
 - 23 - 







Table of Contents


 The provisions of this Section 5.04 as they apply to the Depositary
apply to the Registrar and Transfer Agent, as if specifically enumerated herein. 
 SECTION 5.05 Notices,
Reports and Documents. The Company agrees that it will deliver to the Depositary, and the Depositary, if requested in writing by the Company, will promptly after receipt of such notice, transmit to the record holders of Receipts, in each case at
the address recorded in the Depositary’s books, copies of all notices and reports generally made available by the Company to holders of the Preference Shares and not otherwise made publicly available. Such transmission will be at the
Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the
Company’s expense such other documents as may be requested by the Company. 
 SECTION 5.06
Indemnification by the Company. The Company shall indemnify the Depositary, any Depositary’s Agent and any Transfer Agent or Registrar against, and hold each of them harmless from, any loss, liability, damage, cost or expense (including
the costs and expenses of defending itself) which may arise out of (i) acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts (a) by the Depositary, any Transfer Agent or Registrar or any
of their respective agents (including any Depositary’s Agent), except for any liability arising out of bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the respective parts of any such person or persons, or (b) by the Company or any of its agents, or (ii) the offer,
sale or registration of the Receipts or Preference Shares pursuant to the provisions hereof. The obligations of the Company and the rights of the Depositary, Registrar, Transfer Agent and Depositary’s Agent set forth in this
Section 5.06 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. In no event shall the Depositary have any right
of set off or counterclaim against the Depositary Shares or the Preference Shares. 
 SECTION 5.07 Fees,
Charges and Expenses. No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.07. The Company shall pay all transfer and
other taxes, assessments and governmental charges arising solely from the existence of the depositary arrangements. The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preference Shares
and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preference Shares at the option of the Company and all withdrawals of the Preference Shares by holders of Receipts. All other fees and expenses of the
Depositary and any Depositary’s Agent hereunder and of any Registrar or Transfer Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, delivery, amendment, administration and execution of this Deposit
Agreement and incident to the performance of their respective obligations hereunder will be paid by the Company as previously agreed between the Depositary and the Company. The Depositary (and if applicable, the Transfer Agent and Registrar) shall
present its statement for fees and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree. 

  
 - 24 - 







Table of Contents


 SECTION 5.08 Tax Compliance. 

(a) The Depositary, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and
withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Depositary Shares or (ii) the issuance,
delivery, holding, transfer, redemption or exercise of rights under the Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts
required to be withheld to the appropriate taxing authority or its designated agent. 
 (b) The Depositary shall comply with any direction
received from the Company with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Deposit Agreement rely on any such direction in accordance with the
provisions of Section 5.3 hereof 
 (c) The Depositary shall maintain all appropriate records documenting compliance with such
requirements and shall make such records available on request to the Company or to its authorized representatives. 
 
ARTICLE 6 
 AMENDMENT AND TERMINATION 

SECTION 6.01 Amendment. The form of the Receipts and any provision of this 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 holders of Receipts in any respect that the Company and the Depositary may deem necessary or desirable; provided, however,
that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent that are payable by the Company) that (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be
materially and adversely inconsistent with the rights granted to the holders of the Preference Shares pursuant to the Certificate of Designations shall be effective unless such amendment shall have been approved by the holders of Receipts evidencing
all of the Depositary Shares then outstanding. In no event shall any amendment impair the right, subject to the provisions of Sections 2.06 and 2.07 and Article 3, of any holder of any Receipts evidencing such Depositary Shares
to surrender any Receipt with instructions to the Depositary to deliver to the holder the deposited Preference Shares and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable
law. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby. As
a condition precedent to the Depositary’s execution of any amendment, the Company shall deliver to the Depositary a certificate from a duly authorized officer of the Company that states that the proposed amendment is in compliance with the
terms of this Section 6.01. Notwithstanding anything to the contrary contained herein, the Depositary may, but shall not be obligated to, enter into any amendment that adversely affects its own rights, duties, obligations,
responsibilities, liabilities and indemnities hereunder. 

  
 - 25 - 







Table of Contents


 SECTION 6.02 Termination. This Deposit Agreement may be
terminated by the Company upon not less than 30 days’ prior written notice to the Depositary if the holders of Receipts evidencing a majority of the Depositary Shares then outstanding consent to such termination, whereupon the Depositary shall
deliver or make available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional shares of deposited Preference Shares as are represented by the Depositary Shares evidenced by such Receipt,
together with any other property held by the Depositary in respect of such Receipt. This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed in accordance with the provisions hereof
or (ii) there shall have been made a final distribution in respect of the deposited Preference Shares in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders
of Receipts entitled thereto. 
 Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under
this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Transfer Agent or Registrar under Sections 5.03, 5.06 and 5.07.  

ARTICLE 7 

MISCELLANEOUS 
 
SECTION 7.01 Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile, PDF or other secure electronic means shall be effective
as delivery of a manually executed counterpart of this Deposit Agreement. 
 SECTION 7.02 Exclusive Benefits
of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 

SECTION 7.03 Invalidity of Provisions. In case any one or more of the provisions contained in this 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; provided, however, that if such provision affects the rights, duties, liabilities or obligations of the Depositary, the Depositary shall be entitled to resign immediately. 

SECTION 7.04 Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall
be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, overnight delivery service or by facsimile transmission confirmed by letter, addressed to the Company at: 

RenaissanceRe Holdings Ltd. 

Renaissance House, 12 Crow Lane, Pembroke 

HM 19, Bermuda 
 Attention:
General Counsel 
 Facsimile: 441-295-4327 

  
 - 26 - 







Table of Contents


 or at any other address of which the Company shall have notified the Depositary in writing. 

Any notices to be given to the Depositary, Transfer Agent or Registrar hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail, overnight delivery service, or facsimile transmission confirmed by letter, addressed to the Depositary: 

Computershare Trust Company, N.A. 

c/o Computershare Inc. 
 250
Royall Street 
 Canton, Massachusetts 02021 

Attention: General Counsel 

Facsimile: 781-575-4210 

Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly
given if transmitted through the facilities of DTC in accordance with DTC’s procedures or personally delivered or sent by mail, recognized next-day courier service or telecopier confirmed by letter,
addressed to such record holder at the address of such record holder as it appears on the books of the Depositary; provided, that any record holder may direct the Depositary to deliver notices to such record holder at an alternate address or
in a specific manner that is reasonably requested by such record holder in a written request timely filed with the Depositary and that is reasonably acceptable to the Depositary. 

Delivery of a notice sent by mail shall be deemed to be effected at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a facsimile message) is deposited, postage prepaid, in a post office letter box, or in the case of a next-day courier service, when deposited with such courier, courier fees
prepaid. The Depositary or the Company may, however, act upon any facsimile message received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile message shall not subsequently be confirmed by letter as
aforesaid. 
 SECTION 7.05 Depositary’s Agents. The Depositary may from time to time
appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s
Agents. The Depositary will notify the Company of any such action. 
 SECTION 7.06 Holders of Receipts Are
Parties. The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof to the same extent as
though such person executed this Deposit Agreement. 
 SECTION 7.07 Governing Law. This Deposit
Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and 

  
 - 27 - 







Table of Contents


 
construed in accordance with, the law of the State of New York applicable to agreements made and to be performed in said State, without regard to conflicts of laws principles that would result in
the application of the law of any state other than the State of New York. 
 SECTION 7.08 Inspection of
Deposit Agreement and Certificate of Designations. Copies of this Deposit Agreement and the Certificate of Designations shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at
the Depositary Office by any holder of any Receipt. 
 SECTION 7.09 Headings. The headings of articles
and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts. 
 SECTION 7.10 Confidentiality.
The Depositary and the Company agree that all books, records, information and data pertaining to the business of the other party, including, inter alia, personal, non-public holder information, which are
exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process. 

SECTION 7.11 Further Assurances. From
time-to-time and after the date hereof, the Company agrees that it will perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such
further and other acts, documents, instruments and assurances as may be reasonably required by the Depositary for the carrying out or performing by the Depositary of the provisions of this Agreement. 

[Signature Page Follows] 

  
 - 28 - 







Table of Contents


 IN WITNESS WHEREOF, RenaissanceRe Holdings Ltd. and Computershare Inc. and Computershare Trust
Company, N.A. have duly executed this Deposit Agreement as of the day and year first set forth above and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms
hereof. 
  

			
	 RENAISSANCERE HOLDINGS LTD.

		
	By:	 	 /s/ Steven H. Weinstein

		 	Name: Steven H. Weinstein
		 	Title: Senior Vice President, Group General Counsel, Corporate Secretary and Chief Compliance Officer


 [Signature Page to Deposit Agreement] 

  
 - 29 - 







Table of Contents


 
			
	COMPUTERSHARE TRUST COMPANY, N.A., and COMPUTERSHARE INC., as Depositary
	  
 By:
	 	  
 /s/ Paul R. Capozzi



 [Signature Page to Deposit Agreement] 

  
 - 30 - 







Table of Contents


 EXHIBIT A 

Form of Face of Receipt; Form of Reverse of Receipt 

  
 - 31 - 







Table of Contents


 EXHIBIT B 

Certificate of Designations 

  
 - 32 -