| Number |
CUSIP
|
|
(1)
|
The Deposit
Agreement. This American Depositary Receipt is one of an
issue of American Depositary Receipts ("Receipts"), all issued and to be
issued upon the terms and conditions set forth in the Deposit Agreement,
dated as of 27 February, 2002 (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 Principal Office of the Depositary and the
Custodian.
|
|
(2)
|
Surrender of Receipts
and Withdrawal of Deposited Securities. Upon surrender,
at the Principal 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 charges of the Depositary
for the making of withdrawals and cancellation of Receipts (as set forth
in Article (9) hereof and in Section 5.9 and Exhibit B of the Deposit
Agreement) and (ii) all fees, taxes and governmental charges payable in
connection with such surrender and withdrawal, and, subject to the terms
and conditions of the Deposit Agreement, the Company’s Articles of
Association, Section 7.8 of the Deposit Agreement, Article (23) of this
Receipt 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. Delivery of such Deposited Securities may be made
by registering such Deposited Securities in the name of such Holder or as
ordered by him through an account with an institution designated by the
Danish Securities Center or Delivery by other means approved by the
Company. Subject to the last sentence of this paragraph, such
Deposited Securities may be delivered in certificated form or by
electronic delivery. 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.
|
|
(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 Principal Office
of the Depositary of a Receipt by the Holder thereof in person or by duly
authorized attorney, properly endorsed or accompanied by 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 and of the United States of America, of
Denmark and of any other applicable jurisdiction. Subject to
the terms and conditions of the Deposit Agreement, including payment of
the applicable fees 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 of transfer, split-up,
combination or surrender of any Receipt 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 matters 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.
|
|
(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 Denmark, the rules and
requirements of The National Association of Securities Dealers Automated
Quotation System. and any other stock exchange on which the Shares are, or
will be registered, traded or listed, the Company’s Articles of
Association, 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 (23)
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 indemnify the Depositary, the Company, the
Custodian and each of their respective agents, directors, employees and
Affiliates for, and hold each of them harmless from, any claims with
respect to taxes (including applicable interest and penalties thereon)
arising from any tax benefit obtained for such Holder and/or Beneficial
Owner.
|
|
(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 and (v)
the Shares presented for deposit have not been stripped of any rights or
entitlements. 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.
|
|
(8)
|
Filing Proofs,
Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, 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 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 such other information (or in the case of shares in
registered form, presented for deposit, such information relating to the
registration on the books of the Company or the Danish Securities Center
or the appointed agent of the Company for the registration and transfer of
shares) as the Depositary deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with
its obligations under the Deposit Agreement. Subject to Article (23)
hereof and the terms of the Deposit Agreement, the Depositary and the
Registrar, as applicable, may withhold the 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 the delivery of
any Deposited Securities until such proof or other information is filed,
or such certifications are executed, or such representations and
warranties made, or such information and documentation are
provided.
|
|
(9)
|
Charges of
Depositary. The Depositary shall charge the following
fees for the services performed under the terms of the Deposit
Agreement:
|
|
|
(i)
|
to
any person to whom ADSs are issued upon the deposit of Shares, 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 (excluding issuances pursuant to
paragraph (iii) and (v) below);
|
|
|
(ii)
|
to
any person surrendering ADSs for cancellation and withdrawal of Deposited
Securities, a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction
thereof) so surrendered;
|
|
|
(iii)
|
to
any Holder of ADRs, a fee not in excess of U.S. $ 0.02 per 100 ADSs (or
fraction thereof) held for the distribution of cash proceeds (i.e. upon the sale of
rights and other entitlements);
|
|
|
(iv)
|
no
fee shall be payable for the distribution of cash dividends or the
distribution of ADSs pursuant to stock dividends or other free
distributions of shares as long as such fees are prohibited by the
exchange upon which the ADSs are listed. If charging of such
fees is not prohibited, the fees specified in (i) above shall be payable
in respect of ADS distributions pursuant to stock dividends (or other free
distributions of stock) and the fees specified in (iii) above shall be
payable in respect of distributions of
cash;
|
|
|
(v)
|
to
any holder of ADRs, a fee not in the excess of U.S. $ 5.00 per 100 ADSs
(or portion thereof) issued upon the exercise of
rights.
|
|
|
(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 and facsimile transmission and delivery expenses as are
expressly provided in the Deposit Agreement to be at the expense of the
person depositing or withdrawing Shares or Holders and Beneficial Owners
of ADSs;
|
|
|
(iv)
|
the
expenses and charges incurred by 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;
and
|
|
|
(vi)
|
the
fees and expenses incurred by the Depositary in connection with the
delivery of Deposited Securities.
|
|
(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 hereof (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 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 Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549
and at the Commission's New York City office located at Seven World Trade
Center, 13th Floor, New York, New York 10048. The Depositary
shall make available during normal business hours on any Business Day for
inspection by Holders at its Principal 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.
|
|
Dated:
|
DEUTSCHE BANK TRUST COMPANY | |||
|
AMERICAS, as Depositary
|
||||
| Countersigned | ||||
| By: | By: | |||
| Authorized Officer | Vice President | |||
|
|
|
|||
|
(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 taxes withheld) to the Holders of record
as of the ADS Record Date in proportion to the number of ADS 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, and any balance not so distributed shall be held by
the Depositary (without liability for interest thereon) and shall be added
to and become part of the next sum received by the Depositary for
distribution to Holders of Receipts then outstanding at the time of the
next distribution. 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. Any foreign currency received by the
Depositary shall be converted upon the terms and conditions set forth in
the Deposit Agreement.
|
|
(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 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 ("ADS Record Date") 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. 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. As soon as practicable after receipt of
notice of any meeting at which the holders of Shares are entitled to vote,
or of solicitation of consents or proxies from holders of Shares or other
Deposited Securities, the Depositary shall fix the ADS Record Date in
respect of such meeting or solicitation of consent or
proxy. The Depositary shall, if requested by the Company in
writing at least 20 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 to the Registered Holders of Receipts
as of the ADS Record Date a notice, the form of which notice shall be in
the sole discretion of the Depositary, which shall contain: (a) such
information as is contained in such notice of meeting; (b) a statement
that such Registered Holders of Receipts at the close of business on the
ADS Record Date will be entitled, subject to any applicable provision of
Danish law, of the Deposited Securities or of the Articles of Association
of the Company, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by their American Depositary Shares; and
(c) a brief statement as to the manner in which such instructions may be
given, including an express indication that instructions may be given to
the Depositary to give a discretionary proxy to a person designated by the
Company and that holders of proxies are authorized to vote on such other
business as may properly come before the
meeting.
|
|
(16)
|
Changes Affecting
Deposited Securities. Upon any change in par value,
split-up, cancellation, consolidation or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger
or consolidation or sale of assets affecting the Company or to which it
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 request, 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 taxes) 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.
|
|
(17)
|
Exoneration. Neither
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 (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, Denmark 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
Company’s Articles of Association 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 Company’s
Articles of Association 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 consequential or punitive damages for any breach of the terms of
the Deposit Agreement. The Depositary, its controlling persons,
its 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 is
intended by any provision of the Deposit
Agreement.
|
|
(18)
|
Standard of
Care. The Company and the Depositary and their
respective 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 that the Company and the
Depositary and their respective agents agree to perform their respective
obligations specifically set forth in the Deposit Agreement without
negligence or bad faith. The Depositary and its 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, provided that any such action or omission is in
good faith and in accordance with the terms of the Deposit
Agreement. 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.
|
|
(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 30th day after delivery thereof to the Company, or (ii) upon
the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement. 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 earlier of (i) the 30th day after delivery
thereof to the Depositary, or (ii) upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the
Deposit Agreement. In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall use its best efforts to
appoint a successor depositary which shall be a bank or trust company
having an office in the Borough of Manhattan, the City of New York. Every
successor depositary shall execute and deliver to its predecessor and to
the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor depositary, without any further act or deed,
shall become fully vested with all the rights, powers, duties and
obligations of its predecessor. The predecessor depositary,
upon payment of all sums due 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.
|
|
(20)
|
Amendment/Supplement. Subject
to the terms and conditions of this Article (21), 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 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.
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 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.
|
|
(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. 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 90 days prior to the date fixed for such termination.
On and after the date of termination of the Deposit Agreement, the Holder
will, upon surrender of such Holder's Receipt at the Principal 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 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 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 or governmental charges or
assessments). At any time after the expiration of one year 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 or governmental charges or
assessments). 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.
|
|
(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 the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of
1933.
|
|
(23)
|
Certain Rights of the
Depositary; Limitations. Subject to the further terms
and provisions of this Article (24), 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. Such evidence of rights
shall consist of written blanket or specific guarantees of ownership of
Shares furnished on behalf of the holder thereof. In its capacity as
Depositary, the Depositary shall not lend Shares or ADSs; provided,
however, that the Depositary may (i) issue ADSs prior to the receipt of
Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver
Shares prior to the receipt and cancellation of ADSs pursuant to Section
2.7 of the Deposit Agreement, including ADSs which were issued under (i)
above but for which Shares may not have been received (each such
transaction a "Pre-Release Transaction"). The Depositary may receive ADSs
in lieu of Shares under (i) above and receive Shares in lieu of ADSs under
(ii) above. Each such Pre-Release Transaction will be (a) accompanied by
or subject to a written agreement whereby the person or entity (the
"Applicant") to whom ADSs or Shares are to be delivered (1) represents
that at the time of the Pre-Release Transaction the Applicant or its
customer owns the Shares or ADSs that are to be delivered by the Applicant
under such Pre-Release Transaction, (2) agrees to indicate the Depositary
as owner of such Shares or ADSs in its records and to hold such Shares or
ADSs in trust for the Depositary until such Shares or ADSs are delivered
to the Depositary or the Custodian, (3) unconditionally guarantees to
deliver to the Depositary or the Custodian, as applicable, such Shares or
ADSs and (4) agrees to any additional restrictions or requirements that
the Depositary deems appropriate; (b) at all times fully
collateralized with cash, U.S. government securities or such other
collateral as the Depositary deems appropriate; (c) terminable by the
Depositary on not more than five (5) business days' notice; and (d)
subject to such further indemnities and credit regulations as the
Depositary deems appropriate. The Depositary will normally
limit the number of ADSs and Shares involved in such Pre-Release
Transactions at any one time to thirty percent (30%) of the ADSs
outstanding (without giving effect to ADSs outstanding under (i) above),
provided, however, that the Depositary reserves the right to change or
disregard such limit from time to time as it deems
appropriate. The Depositary may also set limits with respect to
the number of ADSs and Shares involved in Pre-Release Transactions with
any one person on a case by case basis as it deems appropriate. The
Depositary may retain for its own account any compensation received by it
in conjunction with the foregoing. Collateral provided pursuant to (b)
above, but not earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).
|
| 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 | |||