Exhibit 4.1


 





 



 


DEPOSIT AGREEMENT




 





 



 


by and among


 


Incannex
Healthcare Limited


 


as Issuer,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Depositary,


 


AND


 


THE HOLDERS AND BENEFICIAL OWNERS

OF AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER


 







 



 


Dated as of , 2021


 





 



 






    


    


    


 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated as of , 2021,
by and among (i) Incannex Healthcare Limited, a company incorporated in the Commonwealth of Australia, with its principal executive
office at Suite 15, Level 12, 401 Docklands Drive, Docklands 3008, Victoria, Australia (together with its successors, the “Company”),
(ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary,
with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”,
which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).


 


W I T N E S S E T H T H A T:


 


WHEREAS, the Company desires to establish
an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing
the Shares so deposited;


 


WHEREAS, the Depositary is willing to act
as the depositary for such ADR facility upon the terms set forth in this Deposit Agreement;


 


WHEREAS, the American Depositary Receipts
evidencing the American Depositary Shares issued pursuant to the terms of this Deposit Agreement are to be substantially in the form of
Exhibit A and Exhibit B annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided
in this Deposit Agreement;


 


WHEREAS, the American Depositary Shares
to be issued pursuant to the terms of this Deposit Agreement are accepted for trading on the NASDAQ; and


 


WHEREAS, the Board of Directors of the
Company (or an authorized committee thereof) has duly approved the establishment of an ADR facility upon the terms set forth in this Deposit
Agreement, the execution and delivery of this Deposit Agreement on behalf of the Company, and the actions of the Company and the transactions
contemplated herein.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I. 



DEFINITIONS


 


All capitalized terms used, but not otherwise
defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:


 


SECTION 1.1 “Affiliate”
shall have the meaning assigned to such term by the Commission under Regulation C promulgated under the Securities Act.


 


SECTION 1.2 “Agent”
shall mean such entity or entities as the Depositary may appoint under Section 7.8 hereof, including the Custodian or any successor
or addition thereto.


 






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SECTION 1.3 “American
Depositary Share(s)” and “ADS(s)” shall mean the securities represented by the rights and interests in the Deposited
Securities granted to the Holders and Beneficial Owners pursuant to this Deposit Agreement and evidenced by the American Depositary Receipts
issued hereunder. Each American Depositary Share shall represent the right to receive 25 Shares, until there shall occur a distribution
upon Deposited Securities referred to in Section 4.2 hereof or a change in Deposited Securities referred to in Section 4.9 hereof
with respect to which additional American Depositary Receipts are not executed and delivered and thereafter each American Depositary Share
shall represent the Shares or Deposited Securities specified in such Sections.


 


SECTION 1.4 “Article”
shall refer to an article of the American Depositary Receipts as set forth in the Form of Face of Receipt and Form of Reverse of Receipt
in Exhibit A and Exhibit B annexed hereto.


 


SECTION 1.5 “ADS
Record Date” shall have the meaning given to such term in Section 4.7 hereof.


 


SECTION 1.6 “Beneficial
Owner” shall mean as to any ADS, any person or entity having a beneficial interest in such ADS. A Beneficial Owner need not
be the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any rights or receive any benefits hereunder solely through
the Holder of the ADR(s) evidencing the ADSs in which such Beneficial Owner has an interest.


 


SECTION 1.7 “Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not (a) a day on which banking institutions
in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a day on
which the market(s) in which ADSs are traded are closed.


 


SECTION 1.8 “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


SECTION 1.9 “Company”
shall mean Incannex Healthcare Limited, a company incorporated and existing under the laws of the Commonwealth of Australia, and its successors.


 


SECTION 1.10 “Constitution”
shall mean the constituent document of Incannex Healthcare Limited.


 


SECTION 1.11 “Corporate
Trust Office” when used with respect to the Depositary, shall mean the corporate trust office of the Depositary at which at
any particular time its depositary receipts business shall be administered, which, at the date of this Deposit Agreement, is located at
60 Wall Street, New York, New York 10005, U.S.A.


 


SECTION 1.12 “Custodian”
shall mean, as of the date hereof, National Nominees Limited, having its principal office at Level 12, 500 Bourke Street, Melbourne, Victoria,
3000, Australia, as the custodian for the purposes of this Deposit Agreement, and any other firm or corporation which may hereinafter
be appointed by the Depositary pursuant to the terms of Section 5.5 hereof as a successor or an additional custodian or custodians hereunder,
as the context shall require. The term “Custodian” shall mean all custodians, collectively.


 






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SECTION 1.13 “Deliver”,
“Deliverable” and “Delivery” shall mean, when used in respect of American Depositary Shares, Receipts,
Deposited Securities and Shares, the physical delivery of the certificate representing such security, or the electronic delivery of such
security by means of book-entry transfer, as appropriate, including, without limitation, through DRS/Profile. With respect to DRS/Profile
ADRs, the terms “execute”, “issue”, “register”, “surrender”,
“transfer” or “cancel” refer to applicable entries or movements to or within DRS/Profile.


 


SECTION 1.14 “Deposit
Agreement” shall mean this Deposit Agreement and all exhibits annexed hereto, as the same may from time to time be amended and
supplemented in accordance with the terms hereof.


 


SECTION 1.15 “Depositary”
shall mean Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as depositary
under the terms of this Deposit Agreement, and any successor depositary hereunder.


 


SECTION 1.16 “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and
any and all other securities, property and cash received or deemed to be received by the Depositary or the Custodian in respect thereof
and held hereunder, subject, in the case of cash, to the provisions of Section 4.6.


 


SECTION 1.17 “Dollars”
and “$” shall mean the lawful currency of the United States.


 


SECTION 1.18 “DRS/Profile”
shall mean the system for the uncertificated registration of ownership of securities pursuant to which ownership of ADSs is maintained
on the books of the Depositary without the issuance of a physical certificate and transfer instructions may be given to allow for the
automated transfer of ownership between the books of DTC and the Depositary. Ownership of ADSs held in DRS/Profile is evidenced by periodic
statements issued by the Depositary to the Holders entitled thereto.


 


SECTION 1.19 “DTC”
shall mean The Depository Trust Company, the central book-entry clearinghouse and settlement system for securities traded in the United
States, and any successor thereto.


 


SECTION 1.20 “DTC
Participants” shall mean participants within DTC.


 


SECTION 1.21 “Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as from time to time amended.


 


SECTION 1.22 “Foreign
Currency” shall mean any currency other than Dollars.


 


SECTION 1.23 “Foreign
Registrar” shall mean the entity, if any, that carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and registration of Shares or, if no such agent is so appointed
and acting, the Company.


 


SECTION 1.24 “Holder”
shall mean the person in whose name a Receipt is registered on the books of the Depositary (or the Registrar, if any) maintained for such
purpose. A Holder may or may not be a Beneficial Owner. A Holder shall be deemed to have all requisite authority to act on behalf of those
Beneficial Owners of the ADRs registered in such Holder’s name.


 






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SECTION 1.25 “Indemnified
Person” and “Indemnifying Person” shall have the respective meanings set forth in Section 5.8 hereof.


 


SECTION 1.26 “Losses”
shall have the meaning set forth in Section 5.8 hereof.


 


SECTION 1.27 “Opinion
of Counsel” shall mean a written opinion from legal counsel to the Company who is acceptable to the Depositary.


 


SECTION 1.28 “Receipt(s);
“American Depositary Receipt(s)”; and “ADR(s)” shall mean the certificate(s) or statement(s) (including DRS/Profile
statements) issued by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit Agreement, as such
Receipts may be amended from time to time in accordance with the provisions of this Deposit Agreement. References to Receipts shall include
physical certificated Receipts as well as ADSs issued through any book-entry system, including, without limitation, DRS/Profile, unless
the context otherwise requires.


 


SECTION 1.29 “Registrar”
shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall
be appointed by the Depositary to register ownership of Receipts and transfer of Receipts as herein provided, and shall include any co-registrar
appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the
Depositary.


 


SECTION 1.30 “Restricted
Securities” shall mean Shares which (i) have been acquired directly or indirectly from the Company or any of its Affiliates
in a transaction or chain of transactions not involving any public offering and subject to resale limitations under the Securities Act
or the rules issued thereunder, or (ii) are held by an officer or director (or persons performing similar functions) or other Affiliate
of the Company or (iii) are subject to other restrictions on sale or deposit under the laws of the United States or the Commonwealth
of Australia, under a shareholders’ agreement, shareholders’ lock-up agreement or the Constitution or under the regulations
of an applicable securities exchange unless, in each case, such Shares are being sold to persons other than an Affiliate of the Company
in a transaction (x) covered by an effective resale registration statement or (y) exempt from the registration requirements
of the Securities Act (as hereafter defined) and the Shares are not, when held by such person, Restricted Securities.


 


SECTION 1.31 “Securities
Act” shall mean the United States Securities Act of 1933, as from time to time amended.


 


SECTION 1.32 “Shares”
shall mean ordinary shares in registered form of the Company, no par value, heretofore or hereafter validly issued and outstanding and
fully paid. References to Shares shall include evidence of rights to receive Shares, whether or not stated in the particular instance;
provided, however, that in no event shall Shares include evidence of rights to receive Shares with respect to which the full purchase
price has not been paid or Shares as to which pre-emptive rights have theretofore not been validly waived or exercised; provided further,
however, that, if there shall occur any change in par value, split-up, consolidation, reclassification, exchange, conversion or any other
event described in Section 4.9 hereof in respect of the Shares, the term “Shares” shall thereafter, to the extent permitted
by law, represent the successor securities resulting from such change in par value, split-up, consolidation, reclassification, exchange,
conversion or event.


 


SECTION 1.33 “United
States” or “U.S.” shall mean the United States of America.


 






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ARTICLE II.



APPOINTMENT OF DEPOSITARY; FORM OF RECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS


 


SECTION 2.1 Appointment
of Depositary. The Company hereby appoints the Depositary as exclusive depositary for the Deposited Securities and hereby authorizes
and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. Each Holder and each Beneficial Owner,
upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms of this Deposit Agreement, shall be deemed for
all purposes to (a) be a party to and bound by the terms of this Deposit Agreement and the applicable ADR(s) and (b) appoint
the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in
this Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take
such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of this Deposit Agreement
and the applicable ADR(s) (the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof).


 


SECTION 2.2 Form
and Transferability of Receipts.


 


(a)    Form.
Receipts in certificated form shall be substantially in the form set forth in Exhibit A and Exhibit B annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Receipts may be issued in denominations
of any number of American Depositary Shares. No Receipt in certificated form shall be entitled to any benefits under this Deposit Agreement
or be valid or obligatory for any purpose, unless such Receipt shall have been dated and signed by the manual or facsimile signature of
a duly authorized signatory of the Depositary. The Depositary shall maintain books on which each Receipt so executed and Delivered, in
the case of Receipts in certificated form, and each Receipt issued through any book-entry system, including, without limitation, DRS/Profile,
in either case as hereinafter provided, and the transfer of each such Receipt shall be registered. Receipts in certificated form 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 the fact that such signatory has ceased to hold such office prior to the execution and Delivery
of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.


 


Notwithstanding anything in this Deposit Agreement
or in the form of Receipt to the contrary, to the extent available by the Depositary, ADSs shall be evidenced by Receipts issued through
any book-entry system, including, without limitation, DRS/Profile, unless certificated Receipts are specifically requested by the Holder.
Holders and Beneficial Owners shall be bound by the terms and conditions of this Deposit Agreement and of the form of Receipt, regardless
of whether their Receipts are in certificated form or are issued through any book-entry system, including, without limitation, DRS/Profile.


 






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(b)    Legends.
In addition to the foregoing, the Receipts may, and upon the written request of the Company shall, be endorsed with, or have incorporated
in the text thereof, such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be
(i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply
with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be
traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations
or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise
or (iv) required by any book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes,
to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered
in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial
Owners.


 


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


 






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SECTION 2.3 Deposits.


 


(a)    Subject to the terms and
conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person
(including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company,
to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if any, are closed,
by Delivery of the Shares to the Custodian. Except for Shares deposited by the Company in connection with the initial sale of ADSs under
the registration statement on Form F-1, no deposit of Shares shall be accepted under this Deposit Agreement prior to such date. Every
deposit of Shares shall be accompanied by the following: (A)(i) in the case of Shares represented by certificates issued in registered
form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented
by certificates issued in bearer form, such Shares or the certificates representing such Shares and (iii) in the case of Shares Delivered
by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to
cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary’s
fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way
of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement or as may
be deemed by them to be appropriate in the circumstances, (C) if the Depositary so requires, a written order 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 number
of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may include
an opinion of counsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that all
conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules
and regulations of, any applicable governmental agency and (E) if the Depositary so requires, (i) an agreement, assignment or
instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares
are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property
in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary
or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit,
a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares
so deposited are registered in the name of the Depositary, the Custodian or any nominee. No Share shall be accepted for deposit unless
accompanied by confirmation or such additional evidence, if any is required by the Depositary, that is reasonably satisfactory to the
Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws
and regulations of the Commonwealth of Australia and any necessary approval has been granted by any governmental body in the Commonwealth
of Australia, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against
evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited
Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Constitution. The Depositary
shall use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary shall not
accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may
reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United
States and other jurisdictions, provided that the Company shall indemnify the Depositary and the Custodian for any claims and losses arising
from not accepting the deposit of any Shares identified in the Company’s instructions.


 


(b)    As
soon as practicable after receipt of any permitted deposit hereunder and compliance with the provisions of this Deposit Agreement, the
Custodian shall present the Shares so deposited, together with the appropriate instrument or instruments of transfer or endorsement, duly
stamped, to the Foreign Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished
and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited
Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or a nominee, in each
case for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the Custodian shall determine.


 






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(c)    In
the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount
different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary (including, without
limitation, making the necessary notations on Receipts) to give effect to the issuance of such ADSs and to ensure that such ADSs are not
fungible with other ADSs issued hereunder until such time as the entitlement of the Shares represented by such non-fungible ADSs equals
that of the Shares represented by ADSs prior to such deposit. The Company agrees to give timely written notice to the Depositary if any
Shares issued or to be issued contain rights different from those of any other Shares theretofore issued and shall assist the Depositary
with the establishment of procedures enabling the identification of such non-fungible Shares upon Delivery to the Custodian.


 


SECTION 2.4 Execution
and Delivery of Receipts. After the deposit of any Shares pursuant to Section 2.3 hereof, the Custodian shall notify the Depositary
of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are Deliverable in respect thereof
and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter, first class airmail postage
prepaid, or, at the request, risk and expense of the person making the deposit, by cable, telex, SWIFT, facsimile or electronic transmission.
After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement (including, without limitation, the
payment of the fees, expenses, taxes and/or other charges owing hereunder), shall issue the ADSs representing the Shares so deposited
to or upon the order of the person or persons named in the notice delivered to the Depositary and shall execute and Deliver a Receipt
registered in the name or names requested by such person or persons evidencing in the aggregate the number of American Depositary Shares
to which such person or persons are entitled.


 


SECTION 2.5 Transfer
of Receipts; Combination and Split-up of Receipts.


 


(a)    Transfer.
The Depositary, or, if a Registrar (other than the Depositary) for the Receipts shall have been appointed, the Registrar, subject to the
terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its books, upon surrender at the Corporate Trust
Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly endorsed in the case of
a certificated Receipt or accompanied by, or in the case of Receipts issued through any book-entry system, including, without limitation,
DRS/Profile, receipt by the Depositary of, proper instruments of transfer (including signature guarantees in accordance with standard
industry practice) and duly stamped as may be required by the laws of the State of New York, of the United States , of the Commonwealth
of Australia and of any other applicable jurisdiction. Subject to the terms and conditions of this Deposit Agreement, including payment
of the applicable fees and charges of the Depositary set forth in Section 5.9 hereof and Article (9) of the Receipt, the Depositary
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 American Depositary Shares as those evidenced by the Receipts surrendered.


 


(b)    Combination
and Split Up. The Depositary, subject to the terms and conditions of this Deposit Agreement shall, upon surrender of a Receipt or
Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the
applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, execute and Deliver a new Receipt
or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered.


 






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(c)    Co-Transfer
Agents. The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups
of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require
evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled to such Receipts and will
be entitled to protection and indemnity, in each case to the same extent as the Depositary. Such co-transfer agents may be removed and
substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.5 (other than the Depositary) shall
give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.


 


(d)    Substitution
of Receipts. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt
issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt
or deliver a statement (including but not limited to a DRS/Profile statement), as the case may be, for any authorized number of ADSs requested,
evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt substituted.


 


SECTION 2.6 Surrender
of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Corporate Trust Office of the Depositary, of American Depositary
Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and charges
of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth in Section 5.9
hereof and Article (9) of the Receipt) and (ii) all fees, applicable taxes and/or governmental charges payable in connection
with such surrender and withdrawal, and subject to the terms and conditions of this Deposit Agreement, the Constitution, Section 7.11
hereof and any other provisions of or governing the Deposited Securities and other applicable laws, the Holder of such American Depositary
Shares shall be entitled to Delivery, to him or upon his order, of the Deposited Securities at the time represented by the American Depositary
Shares so surrendered. American Depositary Shares may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of
a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry Delivery of such American Depositary
Shares to the Depositary.


 


A Receipt surrendered for such purposes shall,
if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause
the Deposited Securities being withdrawn to be Delivered to or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) at the designated office of the Custodian
or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, hereof and to the other terms
and conditions of this Deposit Agreement, to the Constitution, and to the provisions of or governing the Deposited Securities and applicable
laws, now or hereafter in effect) to or upon the written order of the person or persons designated in the order delivered to the Depositary
as provided above, the Deposited Securities represented by such American Depositary Shares, together with any certificate or other proper
documents of or relating to title of the Deposited Securities as may be legally required, as the case may be, to or for the account of
such person.


 






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The Depositary may refuse to accept for surrender
American Depositary Shares only in the circumstances described in Article (4) of the Receipt. Subject thereto, in the case of surrender
of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall
cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion
of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary
Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt
surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary
and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the person surrendering the Receipt.


 


At the request, risk and expense of any Holder
so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted
by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper documents
of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for delivery at the Corporate Trust
Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and
expense of such Holder, by cable, telex or facsimile transmission. Upon receipt by the Depositary of such direction, the Depositary may
make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions
with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.


 


SECTION 2.7 Limitations
on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc.


 


(a)    Additional
Requirements. As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision,
combination or surrender of any Receipt, the Delivery of any distribution thereon (whether in cash or shares) or withdrawal of any Deposited
Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and
charges of the Depositary as provided in Section 5.9 hereof and Article (9) of the Receipt hereto, (ii) the production
of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 hereof
and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or American
Depositary Shares or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as
the Depositary may establish consistent with the provisions of this Deposit Agreement and applicable law.


 


(b)    Additional
Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended,
or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular
instances may be refused, or the registration of transfers of Receipts generally may be suspended, during any period when the transfer
books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith,
at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities
exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or provisions of, or governing,
the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.11
hereof.


 






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(c)     The
Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.


 


SECTION 2.8 Lost
Receipts, etc. To the extent the Depositary has issued Receipts in physical certificated form, in case any Receipt shall be mutilated,
destroyed, lost or stolen, unless the Depositary has notice that such ADR has been acquired by a bona fide purchaser, subject to Section 5.9
hereof, the Depositary shall execute and Deliver a new Receipt (which, in the discretion of the Depositary may be issued through any book-entry
system, including, without limitation, DRS/Profile, unless specifically requested otherwise) in exchange and substitution for such mutilated
Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary
shall execute and Deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder thereof shall have (a) filed
with the Depositary (i) a request for such execution and Delivery before the Depositary has notice that the Receipt has been acquired
by a bona fide purchaser and (ii) a sufficient indemnity bond in form and amount acceptable to the Depositary and (b) satisfied
any other reasonable requirements imposed by the Depositary.


 


SECTION 2.9 Cancellation
and Destruction of Surrendered Receipts . All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary
is authorized to destroy Receipts so cancelled in accordance with its customary practices. Cancelled Receipts shall not be entitled to
any benefits under this Deposit Agreement or be valid or obligatory for any purpose.


 


SECTION 2.10  Maintenance
of Records. The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section
2.6, substitute Receipts Delivered under Section 2.8 and cancelled or destroyed Receipts under Section 2.9, in keeping with the procedures
ordinarily followed by stock transfer agents located in the United States.


 






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ARTICLE III.



CERTAIN OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF RECEIPTS


 


SECTION 3.1 Proofs,
Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may
be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian
such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control
approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of this Deposit
Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make
such representations and warranties and to provide such other information and documentation as the Depositary may deem necessary or proper
or as the Company may reasonably require by written request to the Depositary consistent with its obligations hereunder. The Depositary
and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution
or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Section 7.11
hereof, the Delivery of any Deposited Securities, until such proof or other information is filed or such certifications are executed,
or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s
and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company
of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise
make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law.
Each Holder and Beneficial Owner agrees to provide, any information requested by the Company or the Depositary pursuant to this Section
3.1 . Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or
Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.


 


Every Holder and Beneficial
Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees,
agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against
any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty,
information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish
any of the foregoing.


 


The obligations of Holders
and Beneficial Owners under Section 3.1 shall survive any transfer of Receipts, any surrender of Receipts or withdrawal of Deposited Securities
or the termination of the Deposit Agreement.


 


SECTION 3.2 Liability
for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall
be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor.
The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities
and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and
sale proceeds in payment of such taxes (including applicable interest and penalties) and charges, with the Holder and the Beneficial Owner
remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse
the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination
of ADRs and (subject to Section 7.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty
or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian
and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents, in the case of the
Depositary) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including
applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit
obtained for or by such Holder and/or Beneficial Owner. The liability of Holders and Beneficial Owners under this Section 3.2 shall survive
any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.


 






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SECTION 3.3 Representations
and Warranties on Deposit of Shares. Each person depositing Shares under this Deposit Agreement shall be deemed thereby to represent
and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and
were legally obtained by such person, (ii) all pre-emptive (and similar) rights, if any, with respect to such Shares have been validly
waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit
are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the American Depositary
Shares issuable upon such deposit will not be, Restricted Securities, (v) the Shares presented for deposit have not been stripped
of any rights or entitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the
Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have
expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American
Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties
are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to
take any and all actions necessary to correct the consequences thereof.


 


SECTION 3.4 Compliance
with Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Constitution and applicable law, each
Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including,
without limitation, relevant Australian law, any applicable law of the United States, the Constitution, any resolutions of the Company’s
Board of Directors adopted pursuant to the Constitution, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts
are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be
bound by and subject to applicable provisions of the laws of the Commonwealth of Australia, the Constitution and the requirements of any
markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry
system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares
directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without
limiting the generality of the foregoing, (c) comply with all applicable provisions of Australian law, the rules and requirements of any
stock exchange on which the Shares are, or will be registered, traded or listed and the Constitution regarding any such Holder or Beneficial
Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure
of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use
its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company
to the Holders and to forward to the Company any such responses to such requests received by the Depositary.


 






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ARTICLE IV.



THE DEPOSITED SECURITIES


 


SECTION 4.1 Cash
Distributions. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution
on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements under the terms
hereof, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary
(pursuant to Section 4.6 hereof) be converted on a practicable basis into Dollars transferable to the United States, promptly convert
or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.6 hereof)
and will distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the
Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the Holders of record
as of the ADS Record Date in proportion to the number of American Depositary Shares held by such Holders respectively as of the ADS Record
Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of
one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to Holders entitled thereto.
Holders and Beneficial Owners understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate
which exceeds the number of decimal places used by the Depositary to report distribution rates. The excess amount may be retained by the
Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be
subject to escheatment. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend
or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges,
the amount distributed to Holders of the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts
shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof
by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary shall forward to the Company or its agent
such information from its records as the Company may reasonably request to enable the Company or its agent to file with governmental agencies
such reports as are necessary to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners of Receipts.


 






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SECTION 4.2 Distribution
in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company
shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian
or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record
Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to
the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent
in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement
(including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes
and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record
Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon
the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary
and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares
represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary
may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of
Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt
from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose
of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems
necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes
and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the
Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.


 


SECTION 4.3 Elective
Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares
in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution
stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating
that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company
to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make
such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders
only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the
Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation,
any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense
of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the
above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the
same determination as is made in the local market in respect of the Shares for which no election is made, either (a) cash upon the terms
described in Section 4.1 hereof or (b) additional ADSs representing such additional Shares upon the terms described in Section 4.2.
If the conditions are not satisfied and the Depositary has not determined that the distribution of such additional ADSs specified in (b)
in the preceding sentence is permitted by law, the Depositary may, in its sole discretion, (c)dispose of all or a portion of such distribution
in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of applicable (x) taxes and/or governmental charges and (y) fees and
charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 or (d)return
such Shares to the Company (or refuse to accept such Shares) and require the Company to then take all steps necessary to comply with this
Section 5.7 and other relevant provisions of this Agreement so as to satisfy any requirements to permit the distribution of such additional
ADSs. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7
hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company
shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects
to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in
ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary
to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders
generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions
as the holders of Shares.


 






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SECTION 4.4 Distribution
of Rights to Purchase Shares.


 


(a)    Distribution
to ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional
Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether
or not it wishes such rights to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes
such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall
determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such
rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the
Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall
have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above
are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing
or market conditions may not permit, or the Depositary has not determined that such sale is otherwise lawful or reasonably practicable,
do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish
an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means
of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses
incurred by, the Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available
to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).


 


(b)    Sale
of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that
the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of
Section 5.7 hereof or determines it is not lawful or reasonably practicable to make the rights available to Holders or (iii) any
rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in
a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper.
The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon
such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary
and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) upon the terms set forth in Section 4.1
hereof.


 


(c)    Lapse
of Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) hereof
or to arrange for the sale of the rights upon the terms described in Section 4.4(b) hereof, the Depositary shall allow such rights
to lapse.


 


The Depositary shall not be responsible for (i) any
failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular,
(ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise or (iii) the content of any materials
forwarded to the Holders on behalf of the Company in connection with the rights distribution.


 


Notwithstanding anything to the contrary in this
Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any
rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented
by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under
the Securities Act covering such offering is in effect or (ii) unless the Company furnishes at its expense the Depositary with opinion(s)
of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed,
in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners
are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event
that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including
rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly.
In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject
to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion
of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private
sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges.


 






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There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares
or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights
or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of
such rights or securities under the applicable law of any other jurisdiction for any purpose.


 


SECTION 4.5 Distributions
Other Than Cash, Shares or Rights to Purchase Shares.


 


(a)    Whenever
the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional
Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate
whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes
such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable.
The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution
to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the
Depositary shall have determined that such distribution is lawful and reasonably practicable.


 


(b)    Upon
receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite
determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the
ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable
for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred
by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of
the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may
deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable
to the distribution.


 


(c)    If
(i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such
distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof
or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary
shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges
of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges)
to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property,
the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration
and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.


 






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SECTION 4.6 Conversion
of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions
or the net proceeds from the sale of securities, property or rights, and in the judgment of the Depositary such Foreign Currency can at
such time be converted on a practicable basis (by sale or in any other manner that it may determine in accordance with applicable law)
into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause
to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars
(net of any fees, expenses, taxes and/or other governmental charges incurred in the process of such conversion) in accordance with the
terms of the applicable sections of this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that
entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments
upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an
averaged or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions, the date of
delivery of any Receipt or otherwise.


 


In converting Foreign Currency, amounts received
on conversion may be calculated at a rate which exceeds the number of decimal places used by the Depositary to report distribution rates
(which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary as an additional cost
of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.


 


If such conversion or distribution can be effected
only with the approval or license of any government or agency thereof, the Depositary may file such application for approval or license,
if any, as it may deem necessary, practicable and at nominal cost and expense. Nothing herein shall obligate the Depositary to file or
cause to be filed, or to seek effectiveness of any such application or license.


 


If at any time the Depositary shall determine
that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received
by the Depositary is not practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required
for such conversion, transfer and distribution is denied, or not obtainable at a reasonable cost, within a reasonable period or otherwise
sought, the Depositary shall, in its sole discretion but subject to applicable laws and regulations, either (i) distribute the Foreign
Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary to the Holders
entitled to receive such Foreign Currency or (ii) hold such Foreign Currency uninvested and without liability for interest thereon
for the respective accounts of the Holders entitled to receive the same.


 


Holders and Beneficial Owners are directed to
refer to Section 7.9 hereof for certain disclosure related to conversion of Foreign Currency.


 


SECTION 4.7 Fixing
of Record Date. Whenever necessary in connection with any distribution (whether in cash, Shares, rights, or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share,
or whenever the Depositary shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited Securities,
or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (the “ADS Record Date”),
as close as practicable to the record date fixed by the Company with respect to the Shares (if applicable), for the determination of the
Holders who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting,
to give or withhold such consent, to receive such notice or solicitation or to otherwise take action or to exercise the rights of Holders
with respect to such changed number of Shares represented by each American Depositary Share or for any other reason. Subject to applicable
law and the provisions of Sections 4.1 through 4.6 hereof and to the other terms and conditions of this Deposit Agreement, only the Holders
of record at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting
instructions, to receive such notice or solicitation, or otherwise take action.


 






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SECTION 4.8 Voting of Deposited
Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Deposited
Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall
fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies. The Depositary shall, if requested by
the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have
been received by the Depositary at least 28 Business Days prior to the date of such vote or meeting) and at the Company’s expense,
and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed
between the Company and the Depositary in writing from time to time) or otherwise distribute as soon as practicable after receipt thereof
to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders
at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of this Deposit Agreement,
the Company’s Constitution and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized
in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited
Securities represented by such Holder’s American Depositary Shares; and (c) a brief statement as to the manner in which such voting
instructions may be given to the Depositary. Voting instructions may be given only in respect of a number of American Depositary Shares
representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions of a Holder on the ADS Record
Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law,
the provisions of this Deposit Agreement, the Company’s Constitution and the provisions of or governing the Deposited Securities,
to vote or cause the Custodian to vote the Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced
by such Receipt in accordance with such voting instructions.


 


In the event that voting on any resolution or
matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain
from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will have no obligation to
demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having
demanded voting on a poll basis.


 


Neither the Depositary nor the Custodian shall,
under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise
the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Deposited Securities represented
by ADSs except pursuant to and in accordance with such written instructions from Holders. Deposited Securities represented by ADSs for
which (i) no timely voting instructions are received by the Depositary from the Holder, or (ii) timely voting instructions are received
by the Depositary from the Holder but such voting instructions fail to specify the manner in which the Depositary is to vote the Deposited
Securities represented by such Holder’s ADSs, shall be voted in the manner provided in this Section 4.8.


 


There can be no assurance that Holders or Beneficial
Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable
the Holder to return voting instructions to the Depositary in a timely manner.


 


Notwithstanding the above, save for applicable
provisions of the law of the Commonwealth of Australia, and in accordance with the terms of Section 5.3 hereof, the Depositary shall
not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is
cast or the effect of such vote.


 






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SECTION 4.9 Changes
Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification
of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting
the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange
for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be
treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement
and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the
Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement
and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions
are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend
on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event
of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically
describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the
Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt.
Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished
at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations,
sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the
net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of
the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged
or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent
practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible
for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to
any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability
to the purchaser of such securities.


 


SECTION 4.10 Available
Information. The Company is subject to the periodic reporting requirements of the Exchange Act applicable to foreign private
issuers (as defined in Rule 405 of the Securities Act) and accordingly files certain information with the Commission. These reports and
documents can be inspected and copied at the Commission’s website at www.sec.gov or at the public reference facilities maintained
by the Commission located at 100 F Street, N.E., Washington D.C. 20549, U.S.A.


 


SECTION 4.11 Reports. The
Depositary shall make available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust Office
any reports and communications, including any proxy soliciting materials, received from the Company which are both received by the Depositary,
the Custodian, or the nominee of either of them as the holder of the Deposited Securities and made generally available to the holders
of such Deposited Securities by the Company. The Company agrees to provide to the Depositary, at the Company’s expense, all such
documents that it provides to the Custodian. Unless otherwise agreed in writing by the Company and the Depositary, the Depositary shall,
at the expense of the Company and in accordance with Section 5.6 hereof, also mail to Holders by regular, ordinary mail delivery
or by electronic transmission (if agreed by the Company and the Depositary) copies of notices and reports when furnished by the Company
pursuant to Section 5.6 hereof.


 






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SECTION 4.12 List
of Holders. Promptly upon written request by the Company, the Depositary shall, at the expense of the Company, furnish
to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts
are registered on the books of the Depositary.


 


SECTION 4.13 Taxation; Withholding. The
Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company
may request to enable the Company or its agents to file necessary tax reports with governmental authorities or agencies. The Depositary,
the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate
applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for
the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares may be required from time to time, and
in a timely manner to provide and/or file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute
such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary
or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable
law. In the event that any Holder or Beneficial Owner of American Depositary Shares is not legally permitted to fulfil its obligations
under the preceding sentence, such Holder or Beneficial Owner shall promptly surrender its American Depositary Shares for the purpose
of withdrawal of the Deposited Securities represented thereby in accordance with Section 2.6 hereof. The Holders and Beneficial Owners
shall indemnify the Depositary, the Company, the Custodian, the Agents and their respective directors, officers, employees, agents and
Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to
tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained by
the Beneficial Owner or Holder or out of or in connection with any inaccuracy in or omission from any such proof, certificate, representation,
warranty, information or document furnished by or on behalf of such Holder or Beneficial Owner. The obligations of Holders and Beneficial
Owners under this Section 4.13 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities
or the termination of this Deposit Agreement.


 


The Company shall remit to the appropriate governmental
authority or agency any amounts required to be withheld by the Company and owing to such governmental authority or agency. Upon any such
withholding, the Company shall remit to the Depositary information, in a form reasonably satisfactory to the Depositary, about such taxes
and/or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental
authority) therefor. The Depositary shall, to the extent required by U.S. law, report to Holders (i) any taxes withheld by it; (ii) any
taxes withheld by the Custodian, subject to information being provided to the Depositary by the Custodian and (iii) any taxes withheld
by the Company, subject to information being provided to the Depositary by the Company. The Depositary and the Custodian shall not be
required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment
of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary. None of the Depositary, the Custodian
or the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S.
tax paid against such Holder’s or Beneficial Owner’s income tax liability.


 


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


 


The Depositary is under no obligation to provide
the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability
for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary
Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive
Foreign Investment Company” (as defined in the U.S. Internal Revenue Code of 1986, as amended and the regulations issued thereunder)
or otherwise.


 






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ARTICLE V.



THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY


 


SECTION 5.1 Maintenance
of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms,
the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan,
the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and
split-up of Receipts, the surrender of Receipts and the Delivery and withdrawal of Deposited Securities in accordance with the provisions
of this Deposit Agreement.


 


The Depositary or the Registrar as applicable,
shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection
by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s
knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business
of the Company or other than a matter related to this Deposit Agreement or the Receipts.


 


The Depositary or the Registrar, as applicable,
may close the transfer books with respect to the Receipts, at any time and from time to time, when deemed necessary or advisable by it
in connection with the performance of its duties hereunder, or at the reasonable written request of the Company.


 


If any Receipts or the American Depositary Shares
evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall
act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups,
and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may
be removed and a substitute or substitutes appointed by the Depositary.


 


If any Receipts or the American Depositary Shares
evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall
be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements
of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this
Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information
and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may
lawfully do so.


 


Each Registrar and co-registrar appointed under
this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable
terms of the Deposit Agreement.


 






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SECTION 5.2 Exoneration. None
of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions
of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary,
the Custodian or the Company or their respective controlling persons or agents (including without limitation, the Agents) shall be prevented
or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act
or thing required by the terms of this Deposit Agreement and any Receipt, by reason of any provision of any present or future law, rule,
regulation, order or decree of the United States or any state thereof, the Commonwealth of Australia or any other country, or of any other
governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint,
or by reason of any provision, present or future, of the Constitution or any provision of or governing any Deposited Securities, or by
reason of any act of God or war, terrorism or other circumstances beyond its control (including, without limitation, nationalization,
expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure),
(ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Constitution
or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company
or their respective controlling persons or agents (including without limitation, the Agents) in reliance upon the advice of or information
from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative
thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability
by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders
of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares
or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise.


 


The Depositary, its controlling persons, its agents
(including without limitation, the Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be
protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or
presented by the proper party or parties.


 


No disclaimer of liability under the Securities
Act or the Exchange Act is intended by any provision of this Deposit Agreement.


 


SECTION 5.3 Standard
of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including
without limitation, the Agents) assume no obligation and shall not be subject to any liability under this Deposit Agreement or any Receipts
to any Holder(s) or Beneficial Owner(s) or other persons, except in accordance with Section 5.8 hereof, provided, that the Company
and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the Agents)
agree to perform their respective obligations specifically set forth in this Deposit Agreement or the applicable ADRs without gross negligence
or willful misconduct.


 


Without limitation of the foregoing, neither the
Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, affiliates, employees or agents (including
without limitation, the Agents), shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often
as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of
the Custodian being solely to the Depositary).


 






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The Depositary and its directors, officers, affiliates,
employees and agents (including without limitation, the Agents) shall not be liable for any failure to carry out any instructions to vote
any of the Deposited Securities, or for the manner in which any vote is cast or the effects of any vote. The Depositary shall not incur
any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of
any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any
investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities
or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any
third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice
from the Company, or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such advice
or information. The Depositary and its agents (including without limitation, the Agents) shall not be liable for any acts or omissions
made by a successor depositary.


 


SECTION 5.4 Resignation
and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th
day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by
the Company, be entitled to take the actions contemplated in Section 6.2 hereof) and (ii) the appointment by the Company of a successor
depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the
Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from
time to time shall be paid to the Depositary prior to such resignation.


 


The Company shall use reasonable efforts to appoint
such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary
of written notice of resignation as provided in this Section 5.4. In the event that notice of the appointment of a successor depositary
is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated
in Section 6.2 hereof.


 


The Depositary may at any time be removed by the
Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof
to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof if a successor
depositary has not been appointed), and (ii)  the appointment by the Company of a successor depositary and its acceptance of such
appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance
with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary
prior to such removal.


 


In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to 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 (except as required by applicable law), shall become fully vested with all the rights, powers,
duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due to it and on the written request of
the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder (other than as contemplated in Sections 5.8 and 5.9 hereof), (ii) duly assign, transfer and deliver all right, title and
interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding
Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor
depositary shall promptly mail notice of its appointment to such Holders.


 


Any corporation into or with which the Depositary
may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further
act and, notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may assign or otherwise transfer all or any
of its rights and benefits under this Deposit Agreement (including any cause of action arising in connection with it) to Deutsche Bank
AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of Deutsche Bank AG.


 






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SECTION 5.5 The
Custodian. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the
direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to
it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian
has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such
resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian
with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary
determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to
any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which
shall thereafter be Custodian hereunder with respect to the Deposited Securities. After any such change, the Depositary shall give notice
thereof in writing to all Holders.


 


Upon the appointment of any successor depositary,
any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited
Securities without any further act or writing and shall be subject to the direction of the successor depositary. The successor depositary
so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments
as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.


 


SECTION 5.6 Notices
and Reports. On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting
of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such
holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights
in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in English
but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the
Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Constitution that may be
relevant or pertain to such notice of meeting or be the subject of a vote thereat.


 


The Company will also transmit to the Depositary
(a) English language versions of the other notices, reports and communications which are made generally available by the Company
to holders of its Shares or other Deposited Securities and (b) English language versions of the Company’s annual and other
reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request of the
Company and at the Company’s expense, for the mailing of copies thereof to all Holders, or by any other means as agreed between
the Company and the Depositary (at the Company’s expense) or make such notices, reports and other communications available for inspection
by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory to it, including in the form of
an Opinion of Counsel regarding U.S. law or of any other applicable jurisdiction, furnished at the expense of the Company, as the Depositary
reasonably requests, that the distribution of such notices, reports and any such other communications to Holders from time to time is
valid and does not or will not infringe any local, U.S. or other applicable jurisdiction regulatory restrictions or requirements if so
distributed and made available to Holders. The Company will timely provide the Depositary with the quantity of such notices, reports,
and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. The Company
has delivered to the Depositary and the Custodian a copy of the Constitution along with the provisions of or governing the Shares and
any other Deposited Securities issued by the Company or any Affiliate of the Company, in connection with the Shares, in each case, to
the extent not in English, along with a certified English translation thereof, and promptly upon any amendment thereto or change therein,
the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein, to the extent not in
English, along with a certified English translation thereof. The Depositary may rely upon such copy for all purposes of this Deposit Agreement.


 


The Depositary will make available, at the expense
of the Company, a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection
by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares governed by such provisions at the Depositary’s
Corporate Trust Office, at the office of the Custodian and at any other designated transfer office.


 






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SECTION 5.7 Issuance
of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance,
sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an
issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible
into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a
meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger,
subdivision, amalgamation or consolidation or transfer of assets, (viii) any reclassification, recapitalization, reorganization,
merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities or (ix) a distribution of property other
than cash, Shares or rights to purchase additional Shares it will obtain U.S. legal advice and take all steps necessary to ensure that
the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities
Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or
the securities laws of the states of the United States). In support of the foregoing, the Company will furnish to the Depositary at its
request, at the Company’s expense, (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating
whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities
Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (3) dealing with such other
reasonable issues requested by the Depositary; (b) a written opinion of Australian counsel (reasonably satisfactory to the Depositary)
stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the
Commonwealth of Australia and (2) all requisite regulatory and corporate consents and approvals have been obtained in the Commonwealth
of Australia; and (c) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders
or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate
the laws or regulations of such jurisdiction as well as certificates of the Company as to such matters as the Depositary may deem necessary
or appropriate in the circumstances. If the filing of a registration statement is required, the Depositary shall not have any obligation
to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement
has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by
counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register
such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities
Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent
such transaction from violating the registration requirements of the Securities Act.


 


The Company agrees with the Depositary that neither
the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original
issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate,
or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights
to subscribe for such securities or otherwise distribute any securities, unless such transaction and the securities issuable in such transaction
are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement
has been declared effective).


 


Notwithstanding anything else contained in this
Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect
of any proposed transaction.


 






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SECTION 5.8 Indemnification. The
Company agrees to indemnify the Depositary, any Custodian and each of their respective directors, officers, employees, agents (including
without limitation, the Agents) and Affiliates against, and hold each of them harmless from, any losses, liabilities, taxes, costs, claims,
judgments, proceedings, actions, demands and any charges or expenses of any kind whatsoever (including, but not limited to, reasonable
fees and expenses of counsel together with, in each case, value added tax and any similar tax charged or otherwise imposed in respect
thereof) (collectively referred to as “Losses”) which the Depositary or any agent (including without limitation, the
Agents) thereof may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its
powers and duties under this Agreement or that may arise (a) out of or in connection with any offer, issuance, sale, resale, transfer,
deposit or withdrawal of Receipts, American Depositary Shares, the Shares, or other Deposited Securities, as the case may be, (b) out
of or in connection with any offering documents in respect thereof or (c) out of or in connection with acts performed or omitted,
including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company in connection
with this Deposit Agreement, the Receipts, the American Depositary Shares, the Shares, or any Deposited Securities, in any such case (i) by
the Depositary, the Custodian or any of their respective directors, officers, employees, agents (including without limitation, the Agents)
and Affiliates, except to the extent any such Losses arise out of the gross negligence or wilful misconduct of any of them, or (ii) by
the Company or any of its directors, officers, employees, agents and Affiliates.


 


Any person seeking indemnification hereunder (an
“Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying Person”)
of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement (provided
that the failure to make such notification shall not affect such Indemnified Person’s rights to indemnification except to the extent
the Indemnifying Person is materially prejudiced by such failure) and shall consult in good faith with the Indemnifying Person as to the
conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable under the
circumstances. No Indemnified Person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without
the consent of the Indemnifying Person, which consent shall not be unreasonably withheld.


 


The obligations set forth in this Section shall
survive the termination of this Deposit Agreement and the succession or substitution of any party hereto.


 


SECTION 5.9 Fees
and Charges of Depositary. The Company, the Holders, the Beneficial Owners, and persons depositing Shares or surrendering
ADSs for cancellation and withdrawal of Deposited Securities shall be required to pay to the Depositary the Depositary’s fees and
related charges identified as payable by them respectively as provided for under Article (9) of the Receipt. All fees and charges
so payable may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of
fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1 hereof. The Depositary
shall provide, without charge, a copy of its latest fee schedule to anyone upon request.


 


The Depositary and the Company may reach separate
agreement in relation to the payment of any additional remuneration to the Depositary in respect of any exceptional duties which the Depositary
finds necessary or desirable and agreed by both parties in the performance of its obligations hereunder and in respect of the actual costs
and expenses of the Depositary in respect of any notices required to be given to the Holders in accordance with Article (20) of the
Receipt.


 






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In connection with any payment by the Company
to the Depositary:


 


		(i)	all fees, taxes, duties, charges, costs and expenses which are payable by the Company shall be paid or
be procured to be paid by the Company (and any such amounts which are paid by the Depositary shall be reimbursed to the Depositary by
the Company upon demand therefor);



 


		(ii)	such payment shall be subject to all necessary applicable exchange control and other consents and approvals
having been obtained. The Company undertakes to use its reasonable endeavours to obtain all necessary approvals that are required to be
obtained by it in this connection; and



 


		(iii)	the Depositary may request, in its sole but reasonable discretion after reasonable consultation with the
Company, an Opinion of Counsel regarding U.S. law, the laws of the Commonwealth of Australia or of any other relevant jurisdiction,
to be furnished at the expense of the Company, if at any time it deems it necessary to seek such an Opinion of Counsel regarding the validity
of any action to be taken or instructed to be taken under this Agreement.



 


The Company agrees to promptly pay to the Depositary
such other fees, charges and expenses and to reimburse the Depositary for such out-of-pocket expenses as the Depositary and the Company
may agree to in writing from time to time. Responsibility for payment of such charges may at any time and from time to time be changed
by agreement between the Company and the Depositary.


 


All payments by the Company to the Depositary
under this Section 5.9 shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or
on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by
the Commonwealth of Australia or by any department, agency or other political subdivision or taxing authority thereof or therein, and
all interest, penalties or similar liabilities with respect thereto.


 


The right of the Depositary to receive payment
of fees, charges and expenses as provided above shall survive the termination of this Deposit Agreement. As to any Depositary, upon the
resignation or removal of such Depositary as described in Section 5.4 hereof, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.


 


SECTION 5.10 Restricted
Securities Owners/Ownership Restrictions. From time to time or upon request of the Depositary, the Company shall provide
to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted
Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be
liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who,
to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and,
to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities
hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Constitution or applicable
Australian law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the
Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and
Beneficial Owners may be subject to by reason of the number of ADSs held under the Constitution or applicable Australian law, as such
restrictions may be in force from time to time.


 


The Company may, in its sole discretion, but subject
to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant
to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory
sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial
Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles
of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided
further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum
and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.


 






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ARTICLE VI.



AMENDMENT AND TERMINATION


 


SECTION 6.1 Amendment/Supplement. Subject
to the terms and conditions of this Section 6.1 and applicable law, the Receipts outstanding at any time, the provisions of this
Deposit Agreement and the form of Receipt attached hereto and to be issued under the terms hereof may at any time and from time to time
be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or
desirable without the consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees
or charges (other than charges in connection with foreign exchange control regulations, and taxes and/or other governmental charges, delivery
and other such expenses payable by Holders or Beneficial Owners), or which shall otherwise materially prejudice any substantial existing
right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until 30 days after notice
of such amendment or supplement shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement
or form of Receipts shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific
amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the
Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from
the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).The parties hereto agree that any amendments
or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the American
Depositary Shares to be registered on Form F-6 under the Securities Act or (b) the American Depositary Shares or the Shares to be
traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne
by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such American Depositary Share
or Shares, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended and supplemented thereby.
In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing,
if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement
to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time
in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required
for compliance with such laws, rules or regulations.


 






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SECTION 6.2 Termination. The
Depositary shall, at any time at the written direction of the Company, terminate this Deposit Agreement by mailing notice of such termination
to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination, provided
that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of this Deposit
Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time
to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered
to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice
of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.4 hereof, the Depositary may terminate this Deposit Agreement by mailing notice of such termination to the
Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of
termination of this Deposit Agreement, each Holder will, upon surrender of such Receipt at the Corporate Trust Office of the Depositary,
upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Section 2.6 hereof and subject to
the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to
Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding
after the date of termination of this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts,
and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform
any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights or other property as provided in this Deposit Agreement, and shall continue to Deliver
Deposited Securities, subject to the conditions and restrictions set forth in Section 2.6 hereof, together with any dividends or
other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts
surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender
of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit Agreement and any
applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination
of this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for
interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale,
the Depositary shall be discharged from all obligations under this Deposit Agreement with respect to the Receipts and the Shares, Deposited
Securities and American Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the
case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in
accordance with the terms and conditions of this Deposit Agreement and any applicable taxes and/or governmental charges or assessments).
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 hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and
Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and
shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of
the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any
payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement
is claimed after such effective date of termination).


 


Notwithstanding anything contained in the Deposit
Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need
for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs
and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary,
upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the
applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by
the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.


 






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ARTICLE VII.



MISCELLANEOUS


 


SECTION 7.1 Counterparts. This
Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same agreement. Copies of this Deposit Agreement shall be maintained with the Depositary and shall
be open to inspection by any Holder during business hours.


 


SECTION 7.2 No
Third-Party Beneficiaries. This Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors)
and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically
set forth in this Deposit Agreement. Nothing in this Deposit Agreement shall be deemed to give rise to a partnership or joint venture
among the parties hereto nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree
that (i) the Depositary and its Affiliates may at any time have multiple banking relationships with the Company and its Affiliates,
(ii) the Depositary and its Affiliates may be engaged at any time in transactions in which parties adverse to the Company or the
Holders or Beneficial Owners may have interests and (iii) nothing contained in this Agreement shall (a) preclude the Depositary
or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate the
Depositary or any of its Affiliates to disclose such transactions or relationships or to account for any profit made or payment received
in such transactions or relationships.


 


SECTION 7.3 Severability. 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.


 


SECTION 7.4 Holders
and Beneficial Owners as Parties; Binding Effect. The Holders and Beneficial Owners from time to time of American Depositary
Shares shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any Receipt by acceptance
hereof or any beneficial interest therein. The obligations of Holders and Beneficial Owners of Receipts under this Deposit Agreement shall
survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit
Agreement.


 


SECTION 7.5 Notices. Any
and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by first-class mail,
air courier or cable, telex, facsimile transmission or electronic transmission, confirmed by letter, addressed to Incannex Healthcare
Limited, Suite 15, Level 12, 401 Docklands Drive , Docklands 3008, Victoria, Australia, Attention: Chief Executive Officer or to any other
address which the Company may specify in writing to the Depositary or at which it may be effectively given such notice in accordance with
applicable law.


 


Any and all notices to be given to the Depositary
shall be deemed to have been duly given if personally delivered or sent by first-class mail, air courier or cable, telex, facsimile transmission
or by electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed in
writing between the Company and the Depositary, confirmed by letter, addressed to Deutsche Bank Trust Company Americas, 60 Wall Street,
New York, New York 10005, USA, Attention: ADR Department, telephone: +1 212 250-9100, facsimile: + 1 212 797 0327 or to any other address
which the Depositary may specify in writing to the Company.


 






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Any and all notices to be given to any Holder
shall be deemed to have been duly given if personally delivered or sent by first-class mail or cable, telex, facsimile transmission or
by electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed in writing
between the Company and the Depositary, addressed to such Holder at the address of such Holder as it appears on the transfer books for
Receipts of the Depositary, or, if such Holder shall have filed with the Depositary a written request that notices intended for such Holder
be mailed to some other address, at the address specified in such request. Notice to Holders shall be deemed to be notice to Beneficial
Owners for all purposes of this Deposit Agreement.


 


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


 


SECTION 7.6 Governing
Law and Jurisdiction. This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder
and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles
of choice of law thereof. Subject to the Depositary’s rights under the third paragraph of this Section 7.6, the Company and the Depositary
agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action
or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such
purposes, each irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding the above, the parties hereto agree that
any judgment and/or order from any such New York court can be enforced in any court having jurisdiction thereof. The Company hereby irrevocably
designates, appoints and empowers Vcorp Services, LLC, (the “Process Agent”), now at 25 Robert Pitt Drive, Suite 204,
Monsey, New York 10952, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and
revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding
brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section
7.6. If for any reason the Process Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the
City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further
hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action
or proceeding against the Company, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such
Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with
a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The
Company agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding based thereon.


 


The Company irrevocably and unconditionally waives,
to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or
proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum.


 






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The Company, the Depositary and by holding an American
Depositary Share (or interest therein) Holders and Beneficial Owners each agree that, notwithstanding the foregoing, with regard to any
claim or dispute or difference of whatever nature between or involving the parties hereto arising directly or indirectly from the relationship
created by this Deposit Agreement, the Depositary, in its sole discretion, shall be entitled to refer such dispute or difference for final
settlement by arbitration (“Arbitration”) in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the “Rules”) then in force. The arbitration shall be conducted by three arbitrators, one nominated by
the Depositary, one nominated by the Company, and one nominated by the two party-appointed arbitrators within 30 calendar days of the
confirmation of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limits specified herein
and in the Rules, then such arbitrator shall be appointed by the American Arbitration Association in accordance with the Rules. Judgment
upon the award rendered by the arbitrators may be enforced in any court having jurisdiction thereof. The seat and place of any reference
to arbitration shall be New York City, New York, and the procedural law of such arbitration shall be New York law. The language to be
used in the arbitration shall be English. The fees of the arbitrator and other costs incurred by the parties in connection with such Arbitration
shall be paid by the party or parties that is (are) unsuccessful in such Arbitration. For the avoidance of doubt this paragraph does not
preclude Holders and Beneficial Owners from pursuing claims under the Securities Act or the Exchange Act in federal courts.


 


Holders and Beneficial Owners understand, and holding
an American Depositary Share or an interest therein, such Holders and Beneficial Owners each irrevocably agree that any legal suit, action
or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the American Depositary
Shares or Receipts, or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a
state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives
any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph
shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein.


 


EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING,
FOR


AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER
OF INTERESTS IN ANY ADRs) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN,
OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).


 


The provisions of this Section 7.6 shall
survive any termination of this Deposit Agreement, in whole or in part.


 


SECTION 7.7 Assignment. Subject
to the provisions and exceptions set forth in Section 5.4 hereof, this Deposit Agreement may not be assigned by either the Company
or the Depositary.


 


SECTION 7.8 Agents. The
Depositary shall be entitled, in its sole but reasonable discretion, to appoint one or more agents (the “Agents”) of
which it shall have control for the purpose, inter alia, of making distributions to the Holders or otherwise carrying out its obligations
under this Agreement.


 






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SECTION 7.9 Affiliates
etc.  The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct, manage
and/or execute any public and/or private sale of Shares, rights, securities, property or other entitlements hereunder and to engage in
the conversion of Foreign Currency hereunder.  It is anticipated that such division and/or Affiliate(s) will charge the Depositary
a fee and/or commission in connection with each such transaction, and seek reimbursement of its costs and expenses related thereto. 
Such fees/commissions, costs and expenses, shall be deducted from amounts distributed hereunder and shall not be deemed to be fees of
the Depositary under Article (9) of the Receipt or otherwise. Persons are advised that in converting foreign currency into U.S. dollars
the Depositary may utilize Deutsche Bank AG or its affiliates (collectively, “DBAG”) to effect such conversion by seeking
to enter into a foreign exchange (“FX”) transaction with DBAG. When converting currency, the Depositary is not acting
as a fiduciary for the holders or beneficial owners of depositary receipts or any other person. Moreover, in executing FX transactions,
DBAG will be acting in a principal capacity, and not as agent, fiduciary or broker, and may hold positions for its own account that are
the same, similar, different or opposite to the positions of its customers, including the Depositary. When the Depositary seeks to execute
an FX transaction to accomplish such conversion, customers should be aware that DBAG is a global dealer in FX for a full range of FX products
and, as a result, the rate obtained in connection with any requested foreign currency conversion may be impacted by DBAG executing FX
transactions for its own account or with another customer. In addition, in order to source liquidity for any FX transaction relating to
any foreign currency conversion, DBAG may internally share economic terms relating to the relevant FX transaction with persons acting
in a sales or trading capacity for DBAG or one of its agents. DBAG may charge fees and/or commissions to the Depositary or add a mark-up
in connection with such conversions, which are reflected in the rate at which the foreign currency will be converted into U.S. dollars.
The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its
Affiliates and in ADSs.


 


SECTION 7.10 Exclusivity. The
Company agrees not to appoint any other depositary for the issuance or administration of depositary receipts evidencing any class of stock
of the Company so long as Deutsche Bank Trust Company Americas is acting as Depositary hereunder.


 


SECTION 7.11 Compliance
with U.S. Securities Laws. Notwithstanding anything in this Deposit Agreement to the contrary, the withdrawal or Delivery
of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of
the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.


 


SECTION 7.12 Titles. All
references in this Deposit Agreement to exhibits, Articles, sections, subsections, and other subdivisions refer to the exhibits, Articles,
sections, subsections and other subdivisions of this Deposit Agreement unless expressly provided otherwise. The words “this Deposit
Agreement”, “herein”, “hereof”, “hereby”, “hereunder”,
and words of similar import refer to the Deposit Agreement as a whole as in effect between the Company, the Depositary and the Holders
and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter
gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice
versa unless the context otherwise requires. Titles to sections of this Deposit Agreement are included for convenience only and shall
be disregarded in construing the language contained in this Deposit Agreement. References herein to the laws of a jurisdiction shall include
references to any and all of the laws, rules and regulations of such jurisdiction and any and all communities, provinces and states thereof.
Words importing persons shall include individuals, firms, corporations, partnerships, trusts, limited liability companies, associations,
joint ventures, unincorporated organizations, receivers, trustees and/or other entities, and any government, governmental department or
agency or political subdivision thereof.




    34


    


    

 


IN WITNESS WHEREOF, Incannex
Healthcare Limited and DEUTSCHE BANK TRUST COMPANY AMERICAS have duly executed this Deposit Agreement as of the day and year first
above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of American Depositary Shares
evidenced by Receipts issued in accordance with the terms hereof.


 





	 	Incannex Healthcare Limited
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    35


    


    

 


EXHIBIT A


 


CUSIP________


 


ISIN________


 


American Depositary Shares (Each

American Depositary Share

representing 25

Fully Paid Ordinary Shares)


 


FORM OF FACE OF RECEIPT


 


AMERICAN DEPOSITARY RECEIPT


 


for


 


AMERICAN DEPOSITARY SHARES


 


representing


 


DEPOSITED ORDINARY SHARES


 


of


 


Incannex
Healthcare Limited


 


(Incorporated under the laws of the Commonwealth
of Australia)


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary
(herein called the “Depositary”), hereby certifies that ________________ is the owner of ______________ American Depositary
Shares (hereinafter “ADS”), representing deposited ordinary shares, no Par Value including evidence of rights to receive
such ordinary shares (the “Shares”) of Incannex Healthcare Limited, a company incorporated under the laws of the Commonwealth
of Australia (the “Company”). As of the date of the Deposit Agreement (hereinafter referred to), each ADS represents
25 Shares deposited under the Deposit Agreement with the Custodian which at the date of execution of the Deposit Agreement is National
Nominees Limited (the “Custodian”). The ratio of Depositary Shares to shares of stock is subject to subsequent amendment
as provided in Article IV of the Deposit Agreement. The Depositary’s Corporate Trust Office is located at 60 Wall Street, New York,
New York 10005, U.S.A.


 


(1)    The
Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”),
all issued or to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of , 2021 (as amended from time
to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners
from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound
by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners
of Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities,
property and cash from time to time, received in respect of such Shares and held thereunder (such Shares, other securities, property and
cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Corporate Trust
Office of the Depositary and the Custodian.


 






    36


    


    

 


Each owner and each Beneficial Owner, upon acceptance
of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for
all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and applicable ADR(s), and (b) appoint the
Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the
Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such
action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and
the applicable ADR(s) (the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof). The
obligations of Holders and Beneficial Owners of Receipts under the Deposit Agreement shall survive any transfer of Receipts, any surrender
of Receipts and withdrawal of Deposited Securities, or the termination of the Deposit Agreement.


 


The statements made on the face and reverse of
this Receipt are summaries of certain provisions of the Deposit Agreement and the Constitution (as in effect on the date of the Deposit
Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. All
capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement.
References herein to the laws of a jurisdiction shall include references to any and all of the laws, rules and regulations of such jurisdiction
and any and all communities, provinces and states thereof. Words importing persons shall include individuals, firms, corporations, partnerships,
trusts, limited liability companies, associations, joint ventures, unincorporated organizations, receivers, trustees and/or other entities,
and any government, governmental department or agency or political subdivision thereof. To the extent there is any inconsistency between
the terms of this Receipt and the terms of the Deposit Agreement, the terms of the Deposit Agreement shall prevail. Prospective and actual
Holders and Beneficial Owners are encouraged to read the terms of the Deposit Agreement. The Depositary makes no representation or warranty
as to the validity or worth of the Deposited Securities. The Depositary has made arrangements for the acceptance of the American Depositary
Shares into DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely on the procedures of DTC and the DTC Participants
to exercise and be entitled to any rights attributable to such American Depositary Shares. The Receipt evidencing the American Depositary
Shares held through DTC will be registered in the name of a nominee of DTC. So long as the American Depositary Shares are held through
DTC or unless otherwise required by law, ownership of beneficial interests in the Receipt registered in the name of DTC (or its nominee)
will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC (or its nominee),
or (ii) DTC Participants (or their nominees).


 






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(2)    Surrender
of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Corporate Trust Office of the Depositary, of ADSs evidenced
by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and
charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth in Section 5.9
of the Deposit Agreement and Article (9) hereof) and (ii) all fees, taxes and/or governmental charges payable in connection
with such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Constitution, Section 7.11
of the Deposit Agreement, Article (22) hereof and the provisions of or governing the Deposited Securities and other applicable laws,
the Holder of the American Depositary Shares evidenced hereby is entitled to Delivery, to him or upon his order, of the Deposited Securities
represented by the ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt
evidencing such ADS (if held in registered form) or by book-entry delivery of such ADS to the Depositary.


 


A Receipt surrendered for such purposes shall,
if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause
the Deposited Securities being withdrawn to be Delivered to or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) at the designated office of the Custodian
or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the Constitution,
and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written
order of the person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented
by such ADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence
of the electronic transfer thereof (if available) as the case may be to or for the account of such person. Subject to Article (4) hereof,
in the case of surrender of a Receipt evidencing a number of ADSs representing other than a whole number of Shares, the Depositary shall
cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion
of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary
Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt
so surrendered and remit the proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary
and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the person surrendering the Receipt.
At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct
the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held in respect of, and any
certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt
to the Depositary for Delivery at the Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction
shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission. Upon receipt
of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust
Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt,
or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.


 






    38


    


    

 


(3)    Transfers,
Split-Ups and Combinations of Receipts. Subject to the terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books, upon surrender at the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof
in person or by duly authorized attorney, properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of
Receipts issued through any book-entry system, including, without limitation, DRS/Profile Receipts, receipt by the Depositary of proper
instruments of transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required
by the laws of the State of New York, of the United States, of the Commonwealth of Australia and of any other applicable jurisdiction.
Subject to the terms and conditions of the Deposit Agreement, including payment of the applicable fees and expenses incurred by, and charges
of, the Depositary, the Depositary shall execute and Deliver a new Receipt(s) (and if necessary, cause the Registrar to countersign such
Receipt(s)) and deliver same to or upon the order of the person entitled to such Receipts evidencing the same aggregate number of ADSs
as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination
of such Receipt or Receipts upon payment of the applicable fees and charges of the Depositary, and subject to the terms and conditions
of the Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts for any authorized number of ADSs requested,
evidencing the same aggregate number of ADSs as the Receipt or Receipts surrendered.


 


(4)    Pre-Conditions
to Registration, Transfer, Etc. As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up,
subdivision, combination or surrender of any Receipt, the delivery of any distribution thereon (whether in cash or shares) or withdrawal
of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of
the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with
respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable
fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory
to it as to the identity and genuineness of any signature or any other matter and (iii) compliance with (A) any laws or governmental
regulations relating to the execution and Delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such
reasonable regulations of the Depositary or the Company consistent with the Deposit Agreement and applicable law.


 


The issuance of ADSs against deposits of Shares
generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares
may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of
Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of
law, any government or governmental body or commission or any securities exchange upon which the Receipts or Share are listed, or under
any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the
Company or for any other reason, subject in all cases to Article (22) hereof.


 


The Depositary shall not issue ADSs prior to the
receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.


 






    39


    


    

 


(5)    Compliance
With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this Receipt, each Holder and Beneficial
Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to the laws of the Commonwealth of Australia,
the rules and requirements of the NASDAQ and any other stock exchange on which the Shares are, or will be registered, traded or listed,
the Constitution, which are made to provide information as to the capacity in which such Holder or Beneficial Owner owns ADSs and regarding
the identity of any other person interested in such ADSs and the nature of such interest and various other matters whether or not they
are Holders and/or Beneficial Owner at the time of such request. The Depositary agrees to use reasonable efforts to forward any such requests
to the Holders and to forward to the Company any such responses to such requests received by the Depositary.


 


(6)    Liability
of Holder for Taxes, Duties and Other Charges. If any tax or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any Receipt or any Deposited Securities or ADSs, such tax or other governmental charge shall be payable by the
Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions
made in respect of Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Deposited
Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges,
with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The Custodian may refuse the deposit of Shares,
and the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject
to Article (22) hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is
received.


 


The liability of Holders and Beneficial Owners
under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or
the termination of the Deposit Agreement.


 


Holders understand that in converting Foreign
Currency, amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary
to report distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary
as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to
escheatment.


 


(7)    Representations
and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant
that (i) such Shares (and the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares, have been validly waived
or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free
and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such
deposit will not be, Restricted Securities, (v) the Shares presented for deposit have not been stripped of any rights or entitlements
and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up
agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived.
Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance, cancellation and transfer of
ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and
expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.


 






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(8)    Filing
Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial
Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof
of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval,
legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement
and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the
Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant
to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer
of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent
not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until
such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such
other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary
shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates
or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company
upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to
provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary
to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy
of the information so provided by the Holders or Beneficial Owners.


 


Every Holder and Beneficial Owner agrees to indemnify
the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates
against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a
result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information
or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the
foregoing.


 


The obligations of Holders and Beneficial Owners
under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or
the termination of this Deposit Agreement.


 


(9)    Charges
of Depositary. The Depositary reserves the right to charge the following fees for the services performed under the terms of the Deposit
Agreement, provided, however, that no fees shall be payable upon distribution of cash dividends so long as the charging of such fee is
prohibited by the exchange, if any, upon which the ADSs are listed:


 


(i)    to
any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant to stock dividends
or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash), a fee
not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit Agreement to be determined by
the Depositary;


 






    41


    


    

 


(ii)    to
any person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason including,
inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $5.00 per 100 ADSs (or portion
thereof) reduced, cancelled or surrendered (as the case may be);


 


(iii)     to
any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $5.00 per 100 ADSs (or portion thereof) held
for the distribution of cash dividends;


 


(iv)     to
any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $5.00 per 100 ADSs (or portion thereof) held
for the distribution of cash entitlements (other than cash dividends) and/or cash proceeds, including proceeds from the sale of rights,
securities and other entitlements;


 


(v)    to
any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $5.00 per 100 ADSs (or portion thereof) issued
upon the exercise of rights; and


 


(vi)    for
the operation and maintenance costs in administering the ADSs an annual fee not in excess of U.S. $4.00 per 100 ADSs (or portion thereof),
such fee to be assessed against Holders of record as of the date or dates set by the Depositary as it sees fit and collected at the sole
discretion of the Depositary by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash
distributions.


 


In addition, Holders, Beneficial Owners, any person
depositing Shares for deposit and any person surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required
to pay the following charges:


 


(i)    taxes
(including applicable interest and penalties) and other governmental charges;


 


(ii)    such
registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities with the Foreign
Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or
any nominees upon the making of deposits and withdrawals, respectively;


 


(iii)    such
cable, telex, facsimile and electronic transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at
the expense of the depositor depositing or person withdrawing Shares or Holders and Beneficial Owners of ADSs;


 


(iv)    the
expenses, fees and other charges incurred by the Depositary and/or a division or Affiliate(s) of the Depositary in the conversion of Foreign
Currency;


 


(v)    such
fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory
requirements applicable to Shares, Deposited Securities, ADSs and ADRs;


 






    42


    


    

 


(vi)    the
fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities, including any fees of a central
depository for securities in the local market, where applicable;


 


(vii)    any
additional fees, charges, costs or expenses that may be incurred by the Depositary or a division or Affiliate(s) of the Depositary from
time to time.


 


Any other fees and charges of, and expenses incurred
by, the Depositary or the Custodian under the Deposit Agreement shall be for the account of the Company unless otherwise agreed in writing
between the Company and the Depositary from time to time. All fees and charges may, at any time and from time to time, be changed by agreement
between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated
by Article (20) hereof.


 


The Depositary may make payments to the Company
and/or may share revenue with the Company derived from fees collected from Holders and Beneficial Owners, upon such terms and conditions
as the Company and the Depositary may agree from time to time.


 


(10)    Title
to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents
and agrees, that title to this Receipt (and to each ADS evidenced hereby) is transferable by delivery of the Receipt, provided it has
been properly endorsed or accompanied by proper instruments of transfer, such Receipt being a certificated security under the laws of
the State of New York. Notwithstanding any notice to the contrary, the Depositary may deem and treat the Holder of this Receipt (that
is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner hereof for all purposes.
The Depositary shall have no obligation or be subject to any liability under the Deposit Agreement or this Receipt to any holder of this
Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt registered on the books of the Depositary or, in the
case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner’s representative is the Holder registered on the books
of the Depositary.


 


(11)    Validity
of Receipt. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose,
unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the
Depositary, (iii) if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of
a duly authorized signatory of the Registrar and (iv) registered in the books maintained by the Depositary or the Registrar, as applicable,
for the issuance and transfer of Receipts. Receipts bearing the facsimile signature of a duly-authorized signatory of the Depositary or
the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall
bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the execution and delivery of
such Receipt by the Depositary or did not hold such office on the date of issuance of such Receipts.


 


(12)    Available
Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange
Act applicable to foreign private issuers (as defined in Rule 405 of the Securities Act) and accordingly files certain information with
the Commission. These reports and documents can be inspected and copied at the public reference facilities maintained by the Commission
located at 100 F Street, N.E., Washington D.C. 20549, U.S.A. The Depositary shall make available during normal business hours
on any Business Day for inspection by Holders at its Corporate Trust Office any reports and communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them
as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.


 


The Depositary or the Registrar, as applicable,
shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection
by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s
knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business
of the Company or other than a matter related to the Deposit Agreement or the Receipts.


 


The Depositary or the Registrar, as applicable,
may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it
in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject,
in all cases, to Article (22) hereof.


 


	Dated:	DEUTSCHE BANK TRUST

 COMPANY AMERICAS, as Depositary
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	By:	             



 





The address of the Corporate Trust Office of the
Depositary is 60 Wall Street, New York, New York 10005, U.S.A.


 




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EXHIBIT B


 


FORM OF REVERSE OF RECEIPT

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT


 


(13)    Dividends
and Distributions in Cash, Shares, etc. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend
or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights securities or other entitlements
under the Deposit Agreement, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can, in
the judgment of the Depositary (upon the terms of the Deposit Agreement), be converted on a practicable basis, into Dollars transferable
to the United States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars and will distribute
promptly the amount thus received (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or
Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders of record as of the ADS Record Date in proportion
to the number of ADSs representing such Deposited Securities held by such Holders respectively as of the ADS Record Date. The Depositary
shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional
amounts shall be rounded down to the nearest whole cent and so distributed to Holders entitled thereto. Holders and Beneficial Owners
understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate which exceeds the number of decimal
places used by the Depositary to report distribution rates. The excess amount may be retained by the Depositary as an additional cost
of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If the
Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in
respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders
on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company,
the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded
by the Company to the Depositary upon request. The Depositary shall forward to the Company or its agent such information from its records
as the Company may reasonably request to enable the Company or its agent to file with governmental agencies such reports as are necessary
to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners of Receipts.


 


If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and
registered, as the case may be, in the name of the Depositary, the Custodian or their nominees. Upon receipt of confirmation of such deposit,
the Depositary shall, subject to and in accordance with the Deposit Agreement, establish the ADS Record Date and either (i) distribute
to the Holders as of the ADS Record Date in proportion to the number of ADSs held by such Holders as of the ADS Record Date, additional
ADSs, which represent in aggregate the number of Shares received as such dividend, or free distribution, subject to the terms of the Deposit
Agreement (including, without limitation, the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes and/or
governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date
shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the
Deposited Securities represented thereby (net of the applicable fees and charges of, and the expenses incurred by, the Depositary, and
taxes and/or governmental charges). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares represented
by the aggregate of such fractions and distribute the proceeds upon the terms set forth in the Deposit Agreement.


 


In the event that (x) the Depositary determines
that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, or, (y) if the Company, in the fulfillment of its obligations under the Deposit Agreement, has either (a) furnished
an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed
to Holders (and no such registration statement has been declared effective), or (b) fails to timely deliver the documentation contemplated
in the Deposit Agreement, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor)
in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of taxes and/or governmental charges, and fees and charges of, and
expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms of
the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions
of the Deposit Agreement.


 






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Upon timely receipt of a notice indicating that
the Company wishes an elective distribution to be made available to Holders upon the terms described in the Deposit Agreement, the Depositary
shall, upon provision of all documentation required under the Deposit Agreement, (including, without limitation, any legal opinions the
Depositary may request under the Deposit Agreement) determine whether such distribution is lawful and reasonably practicable. If so, the
Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish an ADS Record Date according to Article (14)
hereof and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs.
If a Holder elects to receive the distribution in cash, the dividend shall be distributed as in the case of a distribution in cash. If
the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be distributed as in the case of a distribution
in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not lawful or reasonably practicable or
if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall, to the extent permitted
by law, distribute to Holders, on the basis of the same determination as is made in the Commonwealth of Australia, in respect of the Shares
for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon
the terms described in the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to the Holder hereof a method
to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity
to receive elective distributions on the same terms and conditions as the holders of Shares.


 


Whenever the Company intends to distribute to
the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary
at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs.
Upon timely receipt by the Depositary of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs,
the Company shall determine whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary
shall make such rights available to any Holders only if the Company shall have timely requested that such rights be made available to
Holders, the Depositary shall have received the documentation required by the Deposit Agreement, and the Depositary shall have determined
that such distribution of rights is lawful and reasonably practicable. If such conditions are not satisfied, the Depositary shall sell
the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record
Date and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders
to exercise the rights (upon payment of the applicable fees and charges of, and expenses incurred by, the Depositary and/or a division
or Affiliate(s) of the Depositary and taxes and/or governmental charges). Nothing herein or in the Deposit Agreement shall obligate the
Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs). If (i) the
Company does not timely request the Depositary to make the rights available to Holders or if the Company requests that the rights not
be made available to Holders, (ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines
it is not lawful or reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised
and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, and
if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in a riskless principal capacity or otherwise,
at such place and upon such terms (including public and/or private sale) as it may deem proper. The Depositary shall, upon such sale,
convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a
division or Affiliate(s) of the Depositary and taxes and/or governmental charges) upon the terms hereof and in the Deposit Agreement.
If the Depositary is unable to make any rights available to Holders or to arrange for the sale of the rights upon the terms described
above, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine
that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to
the Holders on behalf of the Company in connection with the rights distribution.


 


Notwithstanding anything herein to the contrary,
if registration (under the Securities Act and/or any other applicable law) of the rights or the securities to which any rights relate
may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by
such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the
Securities Act covering such offering is in effect or (ii) unless the Company furnishes to the Depositary opinion(s) of counsel for
the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each
case satisfactorily to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are
exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that
the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including
rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly.
In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject
to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion
of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private
sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges.


 






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There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares
or to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares
or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of such rights
or securities under the applicable law of any other jurisdiction for any purpose.


 


Upon receipt of a notice regarding property other
than cash, Shares or rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary shall determine, after consultation
with the Company, whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution
unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary
shall have received the documentation required by the Deposit Agreement, and (iii) the Depositary shall have determined that such
distribution is lawful and reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property
so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively
and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net
of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes and/or governmental charges.
The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including
public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties)
or other governmental charges applicable to the distribution.


 


If the conditions above are not satisfied, the
Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may deem proper and shall distribute the proceeds of such sale received by the Depositary (net of (a) applicable fees and charges
of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental
charges) to the Holders upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary
may dispose of such property in any way it deems reasonably practicable under the circumstances.


 


(14)    Fixing
of Record Date. Whenever necessary in connection with any distribution (whether in cash, Shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary
shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited Securities, or whenever the Depositary
shall find it necessary or convenient in connection with the giving of any notice, or any other matter, the Depositary shall fix a record
date (the “ADS Record Date”), as close as practicable to the record date fixed by the Company with respect to the Shares (if
applicable), for the determination of the Holders who shall be entitled to receive such distribution, to give instructions for the exercise
of voting rights at any such meeting, or to give or withhold such consent, or to receive such notice or solicitation or to otherwise take
action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS or for any other reason.
Subject to applicable law and the terms and conditions of this Receipt and the Deposit Agreement, only the Holders of record at the close
of business in New York on such ADS Record Date shall be entitled to receive such distributions, to give such voting instructions, to
receive such notice or solicitation, or otherwise take action.


 


(15)    Voting
of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the
holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities,
the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies. The Depositary shall,
if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request
shall not have been received by the Depositary at least 28 Business Days prior to the date of such vote or meeting) and at the Company’s
expense, and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise
may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute as soon as practicable after
receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement
that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of this
Deposit Agreement, the Company’s Constitution and the provisions of or governing the Deposited Securities (which provisions, if
any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Deposited Securities represented by such Holder’s American Depositary Shares; and (c) a brief statement as to
the manner in which such voting instructions may be given to the Depositary. Voting instructions may be given only in respect of a number
of American Depositary Shares representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions
of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and
permitted under applicable law, the provisions of this Deposit Agreement, the Company’s Constitution and the provisions of or governing
the Deposited Securities, to vote or cause the Custodian to vote the Deposited Securities (in person or by proxy) represented by American
Depositary Shares evidenced by such Receipt in accordance with such voting instructions.


 






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In the event that voting on any resolution or
matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain
from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will have no obligation to
demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having
demanded voting on a poll basis.


 


Neither the Depositary nor the Custodian shall,
under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise
the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, Deposited Securities represented by ADSs
except pursuant to and in accordance with such written instructions from Holders. Deposited Securities represented by ADSs for which (i)
no timely voting instructions are received by the Depositary from the Holder, or (ii) timely voting instructions are received by the Depositary
from the Holder but such voting instructions fail to specify the manner in which the Depositary is to vote the Deposited Securities represented
by such Holder’s ADSs, shall be voted in the manner provided in this Article (15).


 


There can be no assurance that Holders or Beneficial
Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable
the Holder to return voting instructions to the Depositary in a timely manner.


 


Notwithstanding the above, save for applicable
provisions of the law of the Commonwealth of Australia, and in accordance with the terms of Section 5.3 of the Deposit Agreement,
the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner
in which such vote is cast or the effect of such vote.


 


(16)    Changes
Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger, amalgamation or consolidation or sale of assets affecting
the Company or to which it otherwise is a party, any securities which shall be received by the Depositary or a Custodian in exchange for,
or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated
as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and
applicable law, evidence ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the
Company’s approval, and shall, if the Company shall so requests, subject to the terms of the Deposit Agreement and receipt of satisfactory
documentation contemplated by the Deposit Agreement, execute and deliver additional Receipts as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of
newly deposited Shares, with necessary modifications to this form of Receipt specifically describing such new Deposited Securities and/or
corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or
all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of satisfactory
legal documentation contemplated in the Deposit Agreement, sell such securities at public or private sale, at such place or places and
upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred
by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders
otherwise entitled to such securities and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution
received in cash pursuant to the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that
it may be lawful or feasible to make such securities available to Holders in general or any Holder in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.


 






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(17)    Exoneration.
None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions
of the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the
Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil
or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit
Agreement and this Receipt, by reason of any provision of any present or future law or regulation of the United States, the Commonwealth
of Australia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any
provision, present or future of the Constitution or any provision of or governing any Deposited Securities, or by reason of any act of
God or war or other circumstances beyond its control, (including, without limitation, nationalization, expropriation, currency restrictions,
work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of,
or failure to exercise, any discretion provided for in the Deposit Agreement or in the Constitution or provisions of or governing Deposited
Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons
or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any
Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to
give such advice or information, (iv) for any inability by a Holder or Beneficial Owner to benefit from any distribution, offering,
right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement,
made available to Holders of ADS or (v) for any special, consequential, indirect or punitive damages for any breach of the terms
of the Deposit Agreement or otherwise. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company,
the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and
Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest
and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or
by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agents (including without limitation, the Agents),
any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice,
request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No
disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of the Deposit Agreement.


 


(18)    Standard
of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without
limitation, the Agents) assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to
Holders or Beneficial Owners or other persons, except in accordance with Section 5.8 of the Deposit Agreement, provided, that the
Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the
Agents) agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or wilful
misconduct. Without limitation to the foregoing, neither the Depositary nor the Company, nor any of their respective controlling person,
its directors, officers, Affiliates, employees or agents (including, without limitation, Agents), shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of this Receipt, which
in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements
of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect
to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents (including without
limitation, the Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or
for the manner in which any vote is cast or the effect of any vote. The Depositary shall not incur any liability for any failure to determine
that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company
for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result
from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse
upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company or for any action or non action
by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit,
any Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its
agents (including without limitation, the Agents) shall not be liable for any acts or omissions made by a successor depositary.


 






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(19)    Resignation
and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the
Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed
by the Company, be entitled to take the actions contemplated in the Deposit Agreement), or (ii) the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the
Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and
the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to
appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the
Depositary of written notice of resignation as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company
by written notice of such removal which notice shall be effective on the later of (i) the 90th day after delivery thereof to the
Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in the Deposit Agreement if a successor depositary
has not been appointed), or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any
other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary
prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best
efforts to appoint a successor depositary which shall be a bank or trust company having an office in the Borough of Manhattan, the City
of New York. The Company shall give notice to the Depositary of the appointment of a successor depositary not more than 90 days after
delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this Article (19) and the
Deposit Agreement. In the event that a successor depositary is not appointed or no tice of the appointment of a successor depositary is
not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions as contemplated
in Section 6.2 of the Deposit Agreement. Every successor depositary shall be required by the Company to execute and deliver to its predecessor
and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor
depositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement),
(ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver
to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof
as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such Holders.
Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution
or filing of any document or any further act and, notwithstanding anything to the contrary in the Deposit Agreement, the Depositary may
assign or otherwise transfer all or any of its rights and benefits under the Deposit Agreement (including any cause of action arising
in connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate
of Deutsche Bank AG.


 






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(20)    Amendment/Supplement.
Subject to the terms and conditions of this Article (20), and applicable law, this Receipt and any provisions of the Deposit Agreement
may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect
which they may deem necessary or desirable without the consent of the Holders or Beneficial Owners. Any amendment or supplement which
shall impose or increase any fees or charges (other than the charges of the Depositary in connection with foreign exchange control regulations,
and taxes and/or other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial
existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until 30 days after
notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit
Agreement or form of Receipts shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe
the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice
given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon
retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree
that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for
(a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed
not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any
amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS, to consent and agree to such amendment or
supplement and to be bound by the Deposit Agreement as amended or supplemented thereby. In no event shall any amendment or supplement
impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in
order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new
laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company
and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules
or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such
amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, or rules or
regulations.


 






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(21)    Termination.
The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination
to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided
that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit
Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time
to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered
to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice
of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment
as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination
to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date
of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office
of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof
and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes
and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such
Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall
discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof,
and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue
to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the
Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit
Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights
or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case
the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms
and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration
of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated
account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered.
After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts
and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as
the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder
in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments)
and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from
all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit
Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive
such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary
for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder
(including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination
but which payment and/or reimbursement is claimed after such effective date of termination).


 


Notwithstanding anything contained in the Deposit
Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need
for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs
and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary,
upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the
applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by
the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.


 






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(22)    Compliance
with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary,
the withdrawal or Delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted
by Section I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities
Act.


 


(23)    Certain
Rights of the Depositary. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities
of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company,
any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction
records in respect of the Shares.


 


(24)    Ownership
Restrictions. Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the Constitution or applicable
Australian law as if they held the number of Shares their American Depositary Shares represent. The Company shall inform the Owners, Beneficial
Owners and the Depositary of any such ownership restrictions in place from time to time.


 


(25)    Waiver. EACH PARTY
TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ANY ADRs)
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION
OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF
(WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).


 




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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)


 


FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address
including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting
and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution
in the premises.


 


	Dated:	Name:	 



 





	 	By:	 
	 	Title:	 
	 	 	 
	 	 	NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
	 	 	 
	 	 	If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt.






 


SIGNATURE GUARANTEED


 


________________________