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REUTERS GROUP PLC
AND
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
As Depositary
AND
HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
----------------------
Deposit Agreement
Dated as of February 18, 1998
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TABLE OF CONTENTS
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Page
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PARTIES.................................................................... 1
RECITALS................................................................... 1
Section 1. Certain Definitions
(a) ADR Register..............................................1
(b) ADRs..................................................... 1
(c) ADSs......................................................1
(d) Beneficial Owner..........................................1
(e) Custodian................................................ 1
(f) Delivery Order............................................1
(g) Deposited Securities..................................... 1
(h) Holder....................................................1
(i) Pre-Release...............................................1
(j) Pre-Released ADR..........................................1
(k) Securities Act of 1933....................................1
(l) Securities Exchange Act of 1934...........................1
(m) Shares....................................................2
(n) Transfer Office.......................................... 2
(o) Withdrawal Order......................................... 2
Section 2. Form of ADR; Incorporation By Reference.................. 2
Section 3. Deposit of Shares.........................................2
Section 4. Issue of ADRs.............................................3
Section 5. Distributions on Deposited Securities;
Conversion of Foreign Currency............................3
Section 6. Substitution of ADRs..................................... 4
Section 7. Cancellation and Destruction of ADRs......................4
Section 8. The Custodian............................................ 4
Section 9. Co-Registrars and Co-Transfer Agents..................... 5
Section 10. Lists of Holders. ....................................... 5
Section 11. Depositary's Agents...................................... 5
Section 12. Successor Depositary..................................... 5
Section 13. Reports.................................................. 6
Section 14. Additional Shares.........................................6
Section 15. Indemnification...........................................6
Section 16. Notices...................................................7
Section 17. Miscellaneous............................................ 8
TESTIMONIUM................................................................ 9
SIGNATURES................................................................. 9
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EXHIBIT A
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FORM OF FACE OF ADR....................................................... A-1
Introductory Paragraph.............................................. A-1
(1) Issuance of ADRs............................................ A-2
(2) Withdrawal of Deposited Securities.......................... A-2
(3) Transfers of ADRs........................................... A-3
(4) Certain Limitations......................................... A-3
(5) Taxes; Withholding.......................................... A-4
(6) Disclosure of Interests..................................... A-5
(7) Charges of Depositary....................................... A-5
(8) Available Information....................................... A-6
(9) Execution................................................... A-6
Signature of Depositary............................................. A-6
Address of Depositary's Office ..................................... A-6
FORM OF REVERSE OF ADR.................................................... A-7
(10) Distributions on Deposited Securities....................... A-7
(11) Record Dates................................................ A-8
(12) Voting of Deposited Securities.............................. A-8
(13) Changes Affecting Deposited Securities...................... A-9
(14) Exoneration................................................ A-10
(15) Resignation and Removal of Depositary; the
Custodian.................................................. A-10
(16) Amendment.................................................. A-11
(17) Termination................................................ A-11
(18) Restrictions on Ownership.................................. A-11
- ii -
DEPOSIT AGREEMENT dated as of February 18, 1998 (the "Deposit Agreement")
among REUTERS GROUP PLC (the "Company") and its successors, MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as depositary hereunder (the "Depositary"), and all
Holders and Beneficial Owners from time to time of American Depositary Receipts
issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs")
representing deposited Shares (defined below). The parties hereto agree as
follows:
1. Certain Definitions.
(a) "ADR Register" is defined in paragraph (3) of the form of ADR.
(b) "ADRs" mean certificates evidencing ADSs substantially in the form of
Exhibit A annexed hereto (the "form of ADR").
(c) "ADSs" means American depositary shares representing beneficial
interests in the Deposited Securities. Subject to Paragraphs (10) and (13) of
the Form of ADR, each ADS represents the right to receive six (6) Shares.
(d) "Beneficial Owner" means a person with a beneficial interest in an
ADS.
(e) "Custodian" means the agent or agents of the Depositary (singly or
collectively, as the context requires) and any additional or substitute
Custodian appointed pursuant to Section 8 The initial Custodian hereunder is the
London Office of Morgan Guaranty Trust Company of New York.
(f) "Delivery Order" is defined in Section 3.
(g) "Deposited Securities" as of any time means all Shares at such time
deposited under this Deposit Agreement and any and all other Shares, securities,
property and cash at such time held by the Depositary or the Custodian in
respect or in lieu of such deposited Shares and other Shares, securities,
property and cash.
(h) "Holder" means the person or persons in whose name an ADR is
registered on the ADR Register.
(i) "Pre-release" has the meaning set forth in paragraph (1) of the form
of ADR.
(j) "Pre-released ADR" has the meaning set forth in paragraph (1) of the
form of ADR.
(k) "Securities Act of 1933" means the United States Securities Act of
1933, as from time to time amended.
(l) "Securities Exchange Act of 1934" means the United States Securities
Exchange Act of 1934, as from time to time amended.
(m) "Shares" mean the ordinary shares of 25 pence each, of the Company and
shall include the rights to receive Shares specified in paragraph (1) of the
form of ADR.
(n) "Transfer Office" is defined in paragraph (3) of the form of ADR.
(o) "Withdrawal Order" is defined in paragraph (2) of the form of ADR.
2. Form of ADR; Incorporation by Reference.
(a) Form of ADR. ADRs shall be engraved, printed or otherwise reproduced
at the discretion of the Depositary in accordance with its customary practices
in its American depositary receipt business, or at the request of the Company
typewritten and photocopied on plain or safety paper, and shall be substantially
in the form set forth in the form of ADR, with such changes as may be required
by the Depositary or the Company to comply with their obligations hereunder, any
applicable law, regulation or usage or to indicate any special limitations or
restrictions to which any particular ADRs are subject. ADRs may be issued in
denominations of any number of ADSs. ADRs shall be executed by the Depositary by
the manual or facsimile signature of a duly authorized officer of the
Depositary. ADRs bearing the manual or facsimile signature of anyone who was at
the time of execution a duly authorized officer of the Depositary shall bind the
Depositary, notwithstanding that such officer has ceased to hold such office
prior to the delivery of such ADRs.
(b) Incorporation by Reference. The terms and conditions set forth in the
form of ADR are hereby incorporated by reference herein and made a part hereof
as if set forth herein, and shall be binding upon the parties hereto.
3. Deposit of Shares. Subject to paragraph (1) of the form of ADR, in
connection with the deposit of Shares hereunder, the Depositary or the Custodian
may require the following in form satisfactory to it: (a) a written order
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons designated in such order an ADR or ADRs evidencing the
number of ADSs representing such deposited Shares (a "Delivery Order"); (b)
proper endorsements or duly executed instruments of transfer in respect of such
deposited Shares; (c) instruments assigning to the Depositary or its nominee any
distribution on or in respect of such deposited Shares or indemnity therefor;
and, (d) proxies entitling the Depositary to vote such deposited Shares. As soon
as practicable after the Custodian receives Deposited Securities pursuant to any
such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the
Custodian shall present such Deposited Securities for registration of transfer
into the name of the Depositary or its nominee, to the extent such registration
is practicable, at the cost and expense of the person making such deposit (or
for whose
2
benefit such deposit is made) and shall obtain evidence satisfactory to it of
such registration. Deposited Securities shall be held by the Custodian for the
account and to the order of the Depositary at such place or places and in such
manner as the Depositary shall determine. Deposited Securities may be delivered
by the Custodian to any person only under the circumstances expressly
contemplated in the Deposit Agreement.
4. Issue of ADRs. After any such deposit of Shares, the Custodian shall
notify the Depositary of such deposit and of the information contained in any
related Delivery Order by letter, first class airmail postage prepaid, or, at
the request, risk and expense of the person making the deposit, by cable, telex
or facsimile transmission. After receiving such notice from the Custodian, the
Depositary, subject to the Deposit Agreement, shall execute and deliver at the
Transfer Office, to or upon the order of any person named in such notice, an ADR
or ADRs registered as requested and evidencing the aggregate ADSs to which such
person is entitled. ADRs may be issued by the Depositary only under
circumstances contemplated in this Deposit Agreement.
5. Distributions on Deposited Securities; Conversion of Foreign Currency.
(a) To the extent that the Depositary determines in its good faith discretion,
after consultation with the Company to the extent practicable, that any
distribution pursuant to paragraph (10) of the Form of ADR is not practicable
with respect to any Holder, the Depositary may make such distribution as it so
deems practicable, including the distribution of foreign currency, securities or
property (or appropriate documents evidencing the right to receive foreign
currency, securities or property) or the retention thereof as Deposited
Securities with respect to such Holder's ADRs (without liability for interest
thereon or the investment thereof).
(b) Upon receipt by the Depositary or the Custodian of any foreign
currency, if at the time of its receipt such foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into U.S. dollars
and the resulting U.S. dollars transferred to the United States for distribution
to Holders entitled thereto, the Depositary shall as promptly as practicable
convert or cause to be converted such foreign currency into U.S. dollars by sale
or in any other manner that it may determine, and shall promptly transfer the
resulting U.S. dollars (net of its expenses in effecting such conversion) to the
United States and shall distribute such U.S. dollars to the Holders entitled
thereto in accordance with Paragraph (10) of the Form of ADR. If such conversion
or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall have discretion to file such
application for approval or license as it may deem desirable. If the Depositary
determines in its reasonable judgment that such foreign currency is not
convertible, in whole or in part, on a reasonable basis into U.S. dollars
transferable to the United States, or if any approval or license which is
required for such conversion is
3
denied or in the opinion of the Depositary, after consultation with the Company
to the extent practicable, is not obtainable or is not obtained within a
reasonable period or at a reasonable cost, the Depositary may distribute all or
part of the foreign currency (or an appropriate document evidencing the right to
receive such foreign currency) to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Holders entitled thereto. All expenses of any such
conversion shall be deducted from the proceeds thereof.
6. Substitution of ADRs. The Depositary shall execute and deliver a new
ADR of like tenor in exchange and substitution for any mutilated ADR upon
cancellation thereof or in lieu of and in substitution for such destroyed, lost
or stolen ADR, unless the Depositary has notice that such ADR has been acquired
by a bona fide purchaser, upon the Holder thereof filing with the Depositary a
request for such execution and delivery and a sufficient indemnity bond and
satisfying any other reasonable requirements imposed by the Depositary.
7. Cancellation and Destruction of ADRs. All ADRs surrendered to the
Depositary shall be canceled by the Depositary. The Depositary is authorized to
destroy ADRs so canceled in accordance with its customary practices. The
Depositary shall maintain records of all ADRs surrendered and Deposited
Securities withdrawn under Paragraph (1) of the form of ADR, substitute ADRs
delivered, and canceled or destroyed ADRs under this Section 7, in keeping with
the procedures ordinarily followed by stock transfer agents located in The City
of New York or as required by applicable law, rule or regulation.
8. The Custodian. The Depositary shall use its best efforts under the
circumstances to ensure that at all times there is a Custodian hereunder. Any
Custodian in acting hereunder shall be subject to the directions of the
Depositary and shall be responsible solely to it. The Depositary shall be
responsible for the compliance by each Custodian with the provisions hereof
applicable thereto. The Depositary may from time to time, after consultation
with the Company, appoint one or more agents to act for it as Custodian
hereunder in addition to or in lieu of the Custodian named in the form of ADR.
Each Custodian so appointed (other than Morgan Guaranty Trust Company of New
York) shall give written notice to the Company and the Depositary accepting such
appointment and agreeing to be bound by the provisions hereof. Any Custodian may
resign from its duties hereunder by at least 30 days' written notice to the
Depositary and the Company. The Depositary may, after consultation with the
Company, discharge any Custodian at any time upon notice to the Custodian being
discharged and subject to the provisions of any agreement between such Custodian
and the Depositary. Any Custodian ceasing to act hereunder as Custodian shall
deliver, upon the instruction of the Depositary, all Deposited Securities held
by it to a Custodian continuing to act.
4
9. Co-Registrars and Co-Transfer Agents. The Depositary may, after
consultation with the Company if practicable, appoint and remove (i)
co-registrars to register ADRs and transfers, combinations and split-ups of ADRs
and to countersign ADRs in accordance with the terms of any such appointment and
(ii) co-transfer agents for the purpose of effecting transfers, combinations and
split-ups of ADRs at designated transfer offices in addition to the Transfer
Office on behalf of the Depositary. Each co-registrar or co-transfer agent
(other than Morgan Guaranty Trust Company of New York) shall give notice in
writing to the Company and the Depositary accepting such appointment and
agreeing to be bound by the applicable terms of the Deposit Agreement.
10. Lists of Holders. The Company shall have the right to inspect transfer
records of the Depositary and its agents and the ADR Register, take copies
thereof and require the Depositary and its agents to supply copies of such
portions of such records as the Company may request. The Depositary or its agent
shall furnish to the Company promptly upon the written request of the Company, a
list of the names, addresses and holdings of ADSs by all Holders as of a date
within seven days of the Depositary's receipt of such request.
11. Depositary's Agents. The Depositary may perform its obligations
hereunder through any agent appointed by it, provided that the Depositary shall
notify the Company of such appointment and shall remain responsible for the
performance of such obligations as if no agent were appointed. The Depositary
shall use its best efforts under the circumstances to obtain a written notice
from each agent appointed hereunder (other than those agents which, on the date
hereof, are acting in an agency capacity for Morgan Guaranty Trust Company of
New York), addressed to the Company and the Depositary accepting such
appointment and agreeing to be bound by the terms of the applicable provisions
hereof.
12. Successor Depositary. If the Depositary acting hereunder shall resign
or be removed, the Company shall use its best efforts to appoint a bank or trust
company having an office in the Borough of Manhattan, The City of New York, as
successor depositary hereunder. Every successor depositary shall execute and
deliver to its predecessor and to the Company written acceptance of its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become Depositary hereunder; but such predecessor,
upon payment of all sums due it and on the written request of the Company, shall
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder and assigning all right, title and interest
in the Deposited Securities to such successor, and shall deliver to such
successor a list of the Holders. Any bank or trust company into or with which
the Depositary may be merged or consolidated, or to which the Depositary shall
transfer substantially all its American depositary receipt business (including
the ADR facility established pursuant to this Agreement), shall be the successor
5
of the Depositary without the execution or filing of any document or any further
act; provided, however, that such bank or trust company shall give a written
notice thereof to the Company. Upon the appointment of any successor depositary
hereunder, any agent of the Depositary then acting hereunder shall forthwith
become such agent hereunder of such successor depositary and such successor
depositary shall, on the written request of any such agent, execute and deliver
to such agent any instruments necessary to give such agent authority as such
agent hereunder of such successor depositary.
13. Reports. On or before the first date on which the Company makes any
communication available to holders of Deposited Securities by publication or
otherwise or publicly files or submits any communication to any securities
regulatory authority or stock exchange, the Company shall transmit to the
Depositary a copy thereof in English or with an English translation or summary
to the extent required under applicable rules of the Securities Exchange Act of
1934. In connection with any registration statement under the Securities Act of
1933 relating to the ADRs or with any undertaking contained therein, the Company
and the Depositary shall each furnish to the other and to the United States
Securities and Exchange Commission or any successor governmental agency such
information as shall be required to make such filings or comply with such
undertakings. The Company has delivered to the Depositary and the Custodian a
copy of all provisions of or governing the Shares and any other Deposited
Securities issued by the Company and, promptly upon any change thereto, the
Company shall deliver to the Depositary and the Custodian a copy (in English or
with an English translation) of such provisions as so changed. The Depositary
and its agents may rely upon the Company's delivery thereof for all purposes of
the Deposit Agreement.
14. Additional Shares. Neither the Company nor any company controlling,
controlled by or under common control with the Company shall issue additional
Shares, rights to subscribe for Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such securities or shall
deposit any Shares under this Deposit Agreement, except under circumstances
complying in all respects with the Securities Act of 1933. The Depositary will
use reasonable efforts to comply with written instructions of the Company not to
accept for deposit hereunder any Shares 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 securities
laws in the United States.
15. Indemnification. (a) The Company shall indemnify, defend and save
harmless each of the Depositary and its agents hereunder against any loss,
liability or expense (including reasonable fees and expenses of counsel) that
may arise out of (i) its acceptance and performance of its powers and duties in
respect of the Deposit Agreement, except to the extent such loss, liability or
expense is due to the negligence or bad faith of the Depositary or any of its
agents hereunder, or (ii) any offer or
6
sale of ADRs, ADSs, Shares or other Deposited Securities or any registration
statement under the Securities Act of 1933 in respect thereof, except to the
extent such loss, liability or expense arises out of information (or omissions
from such information) relating to it furnished in writing to the Company by it
expressly for use in any such registration statement. The Depositary shall
indemnify, defend and save harmless the Company against any loss, liability or
expense (including reasonable fees and expenses of counsel) incurred by the
Company in respect of the Deposit Agreement to the extent such loss, liability
or expense is due to the negligence or bad faith of the Depositary or any of its
agents appointed hereunder.
(b) 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 otherwise than under this Section 15 and shall only
affect its rights hereunder to the extent such failure is prejudicial) and shall
consult in good faith with the indemnifying person as to the conduct of the
defense of such action or claim, which shall be reasonable in the circumstances.
No indemnified person shall compromise or settle any indemnifiable action or
claim without the prior written consent of the indemnifying person (which
consent shall not be unreasonably withheld or delayed).
(c) The obligations set forth in this Section 15 shall survive the
termination of the Deposit Agreement and the succession or substitution of any
indemnified person.
16. Notices. Notice to any Holder shall be deemed given when first mailed,
first class postage prepaid, to the address of such Holder on the ADR Register
or received by such Holder. Notice to the Depositary or the Company shall be
deemed given when first received by it at the address or facsimile transmission
number set forth in (a) or (b), respectively, or at such other address or
facsimile transmission number as either may specify to the other by written
notice:
(a) Morgan Guaranty Trust Company
of New York
60 Wall Street (36th Floor)
New York, New York 10260
Attention: ADR Administration
Fax: (212) 648-5104 or 5105
(b) REUTERS GROUP PLC
85 Fleet Street
London EC4P 4AJ
England Attention: Robert O. Rowley
Fax: 44-171-
7
17. Miscellaneous. The Deposit Agreement is for the exclusive benefit of
the Company, the Depositary, the Holders, and their respective successors
hereunder, and shall not give any legal or equitable right, remedy or claim
whatsoever to any other person. The Holders and owners of ADRs from time to time
shall be parties to the Deposit Agreement and shall be bound by all of the
provisions hereof. If any such provision is invalid, illegal or unenforceable in
any respect, the remaining provisions shall in no way be affected thereby. The
Deposit Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one instrument.
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IN WITNESS WHEREOF, REUTERS GROUP PLC and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK have duly executed this Deposit Agreement as of the day and
year first above set forth and all Holders and Beneficial Owners of ADRs shall
become parties hereto upon acceptance by them of ADRs issued in accordance with
the terms hereof.
REUTERS GROUP PLC
By:
--------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By
--------------------------------
Name:
Title: Vice President
9
EXHIBIT A
ANNEXED TO AND INCORPORATED IN
DEPOSIT AGREEMENT
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[FORM OF FACE OF ADR]
- ------ No. of ADSs:
Number
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Each ADS represents
Six Shares
CUSIP:
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES OF 25 PENCE EACH
of
REUTERS GROUP PLC
(Incorporated under the
laws of England and Wales)
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, as
depositary hereunder (the "Depositary"), hereby certifies that _______ is the
registered owner (a "Holder") of _________ American Depositary Shares ("ADSs"),
each (subject to paragraph (13)) representing Six (6) Ordinary Shares of 25
pence each (including the rights to receive Shares described in paragraph (1),
"Shares" and, together with any other securities, cash or property from time to
time held by the Depositary in respect or in lieu of deposited Shares, the
"Deposited Securities"), of REUTERS GROUP PLC (the "Company"), a corporation
organized under the laws of England and Wales, deposited with the Custodian (the
"Custodian") under the Deposit Agreement dated as of February 18, 1998 (as
amended from time to time, the "Deposit Agreement") among the Company, the
Depositary and all Holders and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder ("ADRs"), each of whom, by accepting an
ADR, agrees to become a party thereto and to be bound by all of the terms and
conditions thereof and hereof. The Deposit Agreement and this ADR (which
includes the provisions set forth on the reverse hereof) shall be governed by
and construed in accordance with the laws of the State of New York. The terms
and conditions of the Deposit Agreement are hereby incorporated by reference.
A-1
(1) Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for
delivery at the Transfer Office (defined in paragraph (3)) only against deposit
with the Custodian of: (a) Shares in form satisfactory to the Custodian; (b)
rights to receive Shares from the Company or any registrar, transfer agent,
clearing agent or other entity recording Share ownership or transactions; or,
(c) unless requested in writing by the Company to cease doing so at least two
business days in advance of the proposed deposit, other rights to receive Shares
(until such Shares are actually deposited pursuant to (a) or (b) above,
"Pre-released ADRs"), only if (i) Pre-released ADRs are fully collateralized
(marked to market daily) with cash or U.S. government securities held by the
Depositary for the benefit of Holders (but such collateral shall not constitute
Deposited Securities), (ii) each recipient of Pre-released ADRs represents and
agrees in writing with the Depositary that such recipient or its customer (A)
beneficially owns such Shares, (B) assigns all beneficial right, title and
interest therein to the Depositary for the benefit of the Holders, (C) holds
such Shares for the account of the Depositary and (D) will deliver such Shares
to the Custodian as soon as practicable and promptly upon demand therefor but in
no event more than five days after demand therefor and (iii) all Pre-released
ADRs evidence not more than 15% of all ADSs (excluding those evidenced by
Pre-released ADRs). The Depositary may retain for its own account any earnings
on collateral for Pre-released ADRs and its charges for issuance thereof. At the
request, risk and expense of the person depositing Shares, the Depositary may
accept deposits for forwarding to the Custodian and may deliver ADRs at a place
other than its office. Every person depositing Shares under the Deposit
Agreement represents and warrants that such Shares are validly issued and
outstanding, fully paid, nonassessable and free of pre-emptive rights, that the
person making such deposit is duly authorized to do so and that such Shares (A)
are not "restricted securities" as such term is defined in Rule 144 under the
Securities Act of 1933 unless at the time of deposit they may be freely
transferred in accordance with Rule 144(k) and may otherwise be offered and sold
freely in the United States or (B) have been registered under the Securities Act
of 1933. Such representations and warranties shall survive the deposit of Shares
and issuance of ADRs. The Depositary will not knowingly accept for deposit under
the Deposit Agreement any Shares required to be registered under the Securities
Act of 1933 and not so registered; the Depositary may refuse to accept for such
deposit any Shares identified by the Company in order to facilitate the
Company's compliance with such Act.
(2) Withdrawal of Deposited Securities. Holders of ADRs will be entitled
to withdraw the Deposited Securities at any time subject only to (i) temporary
delays caused by closing the transfer books of the Depositary or the Company or
the deposit of Shares in connection with voting at a shareholders' meeting, or
the payment of dividends, (ii) the payment of fees, taxes and similar charges,
and (iii) compliance with any laws or governmental regulations relating to the
ADRs or the withdrawal of Deposited Securities. Upon surrender of the ADRs at
the Depositary's New York office and upon payment of any fees, expenses, taxes
or governmental charges as provided in the
A-2
Deposit Agreement, subject to the terms of the Deposit Agreement and paragraphs
(4) and (5) hereof, upon surrender of this ADR in form satisfactory to the
Depositary at the Transfer Office, the Holder hereof is entitled to delivery at
the Custodian's office of the Deposited Securities at the time represented by
the ADSs evidenced by this ADR. In connection with any surrender of an ADR for
withdrawal and the delivery of the Deposited Securities represented by the ADSs
evidenced thereby, the Depositary may require proper endorsement in blank of
such ADR (or duly executed instruments of transfer thereof in blank) and the
Holder's written order (a "Withdrawal Order") directing the Depositary to cause
the Deposited Securities represented by the ADSs evidenced by such ADR to be
withdrawn and delivered to, or upon the written order of, any person designated
in such order. At the request, risk and expense of the Holder hereof, the
Depositary may deliver such Deposited Securities at such other place as may have
been requested by the Holder, subject to applicable laws in England and Wales.
Delivery of Deposited Securities may be made by the delivery of certificates
(which, if required by law shall be properly endorsed or accompanied by properly
executed instruments of transfer or, if such certificates may be registered,
registered in the name of such Holder or as ordered by such Holder in any
Withdrawal Order) or by such other means as the Depositary may deem practicable.
(3) Transfers of ADRs. The Depositary or its agent will keep, at a
designated transfer office in the Borough of Manhattan, The City of New York
(the "Transfer Office"), (a) a register (the "ADR Register") for the
registration, registration of transfer, combination and split-up of ADRs, which
at all reasonable times will be open for inspection by Holders and the Company
for the purpose of communicating with Holders in the interest of the business of
the Company or a matter relating to the Deposit Agreement and (b) facilities for
the delivery and receipt of ADRs. Title to this ADR (and to the Deposited
Securities represented by the ADSs evidenced hereby), when properly endorsed or
accompanied by proper instruments of transfer, is transferable by delivery with
the same effect as in the case of negotiable instruments under the laws of the
State of New York; provided that the Depositary, notwithstanding any notice to
the contrary, may treat the person in whose name this ADR is registered on the
ADR Register as the absolute owner hereof for all purposes. Subject to
paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be
split into other ADRs or combined with other ADRs into one ADR, evidencing the
same number of ADSs evidenced by this ADR, by the Holder hereof or by duly
authorized attorney upon surrender of this ADR at the Transfer Office properly
endorsed or accompanied by proper instruments of transfer and duly stamped as
may be required by applicable law; provided that the Depositary may close the
ADR Register at any time or from time to time when deemed reasonably expedient
by it or requested by the Company.
(4) Certain Limitations. Prior to the issue, registration, registration of
transfer, split-up or combination of any ADR, the delivery of any distribution
in respect thereof, or, subject to the last sentence of paragraph (2), the
withdrawal of any Deposited Securities, and from time to time in the case of
clause (b)(ii) of
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this paragraph (4), the Company, the Depositary or the Custodian may require:
(a) payment with respect thereto of (i) any stock transfer or other tax or other
governmental charge, (ii) any stock transfer or registration fees in effect for
the registration of transfers of Shares or other Deposited Securities upon any
applicable register and (iii) any applicable charges as provided in paragraph
(7) of this ADR; (b) the production of proof satisfactory to it of (i) the
identity and genuineness of any signature and (ii) such other information,
including without limitation, information as to citizenship, residence, exchange
control approval, beneficial ownership of any securities, compliance with
applicable law, regulations, provisions of or governing Deposited Securities and
terms of the Deposit Agreement and this ADR, as it may deem necessary or proper;
and (c) compliance with such regulations as the Depositary may establish
consistent with the Deposit Agreement. The issuance of ADRs, the acceptance of
deposits of Shares, the registration, registration of transfer, split-up or
combination of ADRs or, subject to the last sentence of paragraph (2), the
withdrawal of Deposited Securities may be suspended, generally or in particular
instances, when the ADR Register or any register for Deposited Securities is
closed or when any such action is deemed advisable by the Depositary or the
Company.
(5) Taxes; Withholding. If any tax or other governmental charge shall
become payable by or on behalf of the Custodian or the Depositary with respect
to this ADR, any Deposited Securities represented by the ADSs evidenced hereby
or any distribution thereon, such tax or other governmental charge shall be paid
by the Holder hereof to the Depositary. The Depositary may refuse to effect any
registration, registration of transfer, split-up or combination hereof or,
subject to the last sentence of paragraph (2), any withdrawal of such Deposited
Securities until such payment is made. The Depositary may also deduct from any
distributions on or in respect of Deposited Securities, or may sell by public or
private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder
hereof prior to such sale), and may apply such deduction or the proceeds of any
such sale in payment of such tax or other governmental charge, the Holder hereof
remaining liable for any deficiency, and, if appropriate, shall reduce the
number of ADSs evidenced hereby to reflect any such sales of Shares and shall
distribute the net proceeds of any such sale or the balance of any such property
after deduction of such tax or other governmental charge to the Holder hereof.
In connection with any distribution to Holders, the Company will remit to the
appropriate governmental authority or agency all amounts (if any) required to be
withheld and owing to such authority or agency by the Company; and the
Depositary and the Custodian will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to
such authority or agency by the Depositary or the Custodian. If the Depositary
determines that any distribution in property other than cash (including Shares
or rights) on Deposited Securities is subject to any tax that the Depositary or
the Custodian is obligated to withhold, the Depositary may dispose of all or a
portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes,
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by public or private sale, and the Depositary shall distribute the net proceeds
of any such sale or the balance of any such property after deduction of such
taxes to the Holders entitled thereto.
(6) Disclosure of Interests. To the extent that the provisions of or
governing any Deposited Securities may require disclosure of or impose limits on
beneficial or other ownership of Deposited Securities, other Shares and other
securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and all persons holding ADRs agree to
comply with all such disclosure requirements and ownership limitations and to
cooperate with the Depositary in the Depositary's compliance with any Company
instructions in respect thereof, and the Depositary will use reasonable efforts
to comply with such Company instructions.
Notwithstanding any other provision of the Deposit Agreement or this ADR,
each Holder agrees to provide such information as the Company may request in a
disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom
Companies Act 1985 (as amended from time to time and including any statutory
modification or reenactment thereof, the "Companies Act") or the Articles of
Association of the Company within the time period specified in such Disclosure
Notice. Each Holder acknowledges that it understands that failure to comply with
a Disclosure Notice may result in the imposition of sanctions against the holder
of the Shares in respect of which the non-complying person is or was, or appears
to be or has been, interested as provided in the Companies Act and the Articles
of Association which currently include, the withdrawal of the voting rights of
such Shares and the imposition of restrictions on the rights to receive
dividends on and to transfer such Shares. In addition, each Holder agrees to
comply with the provisions of the Companies Act with regard to the notification
to the Company of interests in Shares, which currently provide, inter alia, that
any Holder who is or becomes directly or indirectly interested (within the
meaning of the Companies Act) in 3% or more of the outstanding Shares, or is
aware that another person for whom it holds such ADRs is so interested, must
within two business days after becoming so interested or so aware (and
thereafter in certain circumstances upon any change to the particulars
previously notified) notify the Company as required by the Companies Act.
(7) Charges of Depositary. The Depositary may charge each person to whom
ADRs are issued against deposits of Shares, including deposits in respect of
Share Distributions, Rights and Other Distributions (as such terms are defined
in paragraph (10)), and each person surrendering ADRs for withdrawal of
Deposited Securities, U.S.$5.00 for each 100 ADSs (or portion thereof) evidenced
by the ADRs delivered or surrendered. The Depositary may sell (by public or
private sale) sufficient securities and property received in respect of Share
Distributions, Rights and Other Distributions prior to such deposit to pay such
charge. The Company will pay all other charges and expenses of the Depositary
and any agent of the Depositary (except the Custodian) as may be provided
pursuant to agreements from time to time between the Company and the Depositary,
except (i) stock transfer or other taxes and other governmental charges (which
are payable by Holders or persons
A-5
depositing Shares), (ii) cable, telex and facsimile transmission and delivery
charges incurred at the request of persons depositing, or Holders delivering
Shares, ADRs or Deposited Securities (which are payable by such persons or
Holders), (iii) transfer or registration fees for the registration of transfer
of Deposited Securities on any applicable register in connection with the
deposit or withdrawal of Deposited Securities (which are payable by persons
depositing Shares or Holders withdrawing Deposited Securities; there are no such
fees in respect of the Shares as of the date of the Deposit Agreement) and (iv)
expenses of the Depositary in connection with the conversion of foreign currency
into U.S. dollars (which are paid out of such foreign currency). These charges
may be changed in the manner indicated in paragraph (16).
(8) Available Information. The Deposit Agreement, the provisions of or
governing Deposited Securities and any written communications from the Company,
which are both received by the Custodian or its nominee as a holder of Deposited
Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary and the
Custodian and at the Transfer Office. At the written request of the Company, the
Depositary will mail copies of such communications (or English translations or
summaries thereof) to Holders when furnished by the Company. The Company is
subject to the periodic reporting requirements of the Securities Exchange Act of
1934 applicable to foreign issuers and accordingly files certain reports with
the United States Securities and Exchange Commission (the "Commission"). Such
reports and other information may be inspected and copied at the public
reference facilities maintained by the Commission located at the date of the
Deposit Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549.
(9) Execution. This ADR shall not be valid for any purpose unless executed
by the Depositary by the manual or facsimile signature of a duly authorized
officer of the Depositary.
Dated:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Depositary
By
------------------------------------
Authorized Officer
The Depositary's principal executive office is located at 60 Wall Street,
New York, New York 10260.
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[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited Securities. Subject to paragraphs (4) and
(5) and any restrictions imposed by United Kingdom law, regulation or applicable
permit, to the extent practicable, the Depositary will promptly distribute by
mail to each Holder entitled thereto on the record date set by the Depositary
therefor at such Holder's address shown on the ADR Register, in proportion to
the number of Deposited Securities (on which the following distributions on
Deposited Securities are received by the Custodian) represented by ADSs
evidenced by such Holder's ADRs: (a) Cash. Any U.S. dollars available to the
Depositary resulting from a cash dividend or other cash distribution or the net
proceeds of sales of any other distribution or portion thereof authorized in
this paragraph (10) ("Cash"), on an averaged or other practicable basis, subject
to (i) appropriate adjustments for taxes withheld, (ii) such distribution being
impermissible or impracticable with respect to certain Holders, and (iii)
deduction of the Depositary's expenses in (1) converting any foreign currency to
U.S. dollars by sale or in such other manner as the Depositary may determine to
the extent that it determines that such conversion may be made on a reasonable
basis, (2) transferring foreign currency or U.S. dollars to the United States by
such means as the Depositary may determine to the extent that it determines that
such transfer may be made on a reasonable basis, (3) obtaining any approval or
license of any governmental authority required for such conversion or transfer,
which is obtainable at a reasonable cost and within a reasonable time and (4)
making any sale by public or private means in any commercially reasonable
manner. If the Depositary determines that any foreign currency received by it
cannot be converted on a reasonable basis and transferred to the United States,
the Depositary may distribute the foreign currency received by it or, at its
sole discretion, hold such foreign currency, uninvested and without liability
for interest thereon. (b) Shares. (i) Additional ADRs evidencing whole ADSs
representing any Shares available to the Depositary resulting from a dividend or
free distribution on Deposited Securities consisting of Shares (a "Share
Distribution") and (ii) U.S. dollars available to it resulting from the net
proceeds of sales of Shares received in a Share Distribution, which Shares would
give rise to fractional ADSs if additional ADRs were issued therefor, as in the
case of Cash. (c) Rights. (i) Warrants or other instruments in the good faith
discretion of the Depositary representing rights to acquire additional ADRs in
respect of any rights to subscribe for additional Shares or rights of any nature
available to the Depositary as a result of a distribution on Deposited
Securities ("Rights"), to the extent that the Company timely furnishes to the
Depositary evidence satisfactory to the Depositary that the Depositary may
lawfully distribute the same (the Company has no obligation to so furnish such
evidence), or (ii) to the extent the Company does not so furnish such evidence
and sales of Rights are practicable, any U.S. dollars available to the
Depositary from the net proceeds of sales of Rights as in the case of Cash, or
(iii) to the extent the Company does not so furnish such evidence and such sales
cannot practicably be accomplished by reason of the nontransferability of the
Rights, limited markets therefor, their short duration or otherwise, nothing
(and any Rights may
A-7
lapse). (d) Other Distributions. (i) Securities or property available to the
Depositary resulting from any distribution on Deposited Securities other than
Cash, Share Distributions and Rights ("Other Distributions"), by any means that
the Depositary may deem, after consultation with the Company to the extent
practicable, lawful, equitable and practicable, or (ii) to the extent the
Depositary deems, after consultation with the Company to the extent practicable,
distribution of such securities or property not to be lawful, equitable or
practicable, any U.S. dollars available to the Depositary from the net proceeds
of sales of Other Distributions as in the case of Cash. Such U.S. dollars
available will be distributed by checks drawn on a bank in the United States for
whole dollars and cents (any fractional cents being withheld without liability
for interest and added to future Cash distributions). Notwithstanding anything
herein to the contrary, the Company shall have no obligation to either (i)
register any ADSs, Shares, Rights or other securities described in this
Paragraph (10) under the Securities Act of 1933 or (ii) take other actions to
permit the distribution of such ADSs, Shares, Rights or other securities in
accordance with applicable U.S. securities laws.
(11) Record Dates. The Depositary shall, after consultation with the
Company if practicable, fix a record date (which shall be as near as practicable
to any corresponding record date set by the Company with respect to the Shares)
for the determination of the Holders who shall be entitled to receive any
distribution on or in respect of Deposited Securities, to give instructions for
the exercise of any voting rights, to receive any notice or to act in respect of
other matters and only such Holders shall be so entitled.
(12) Voting of Deposited Securities. As soon as practicable after receipt
from the Company of notice of any meeting or solicitation of consents or proxies
of holders of Shares or other Deposited Securities, the Depositary, to the
extent practicable, shall mail to Holders a notice stating (a) such information
as is contained in such notice and any solicitation materials, (b) that each
Holder on the record date set by the Depositary therefor will be entitled to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Deposited Securities represented by the ADSs evidenced by such
Holder's ADRs and (c) the manner in which such instructions may be given. Upon
receipt of instructions of a Holder on such record date in the manner and on or
before the date established by the Depositary for such purpose, the Depositary
shall endeavor insofar as practicable and permitted under the provisions of or
governing Deposited Securities to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holder's ADRs in accordance
with such instructions. The Depositary will not itself exercise any voting
discretion in respect of any Deposited Security. To the extent such instructions
are not so received by the Depositary from any Holder, the Depositary shall deem
such Holder to have so instructed the Depositary to give a discretionary proxy
to a person designated by the Company and the Depositary shall endeavor insofar
as practicable and permitted under the provisions of or governing Deposited
Securities to give a discretionary proxy to a person designated by the Company
to vote the Deposited Securities represented by the ADSs
A-8
evidenced by such Holder's ADRs as to which such instructions are so given,
provided that no such instruction shall be deemed given and no discretionary
proxy shall be given with respect to any matter as to which the Company informs
the Depositary (and the Company agrees to provide such information promptly in
writing) that (x) the Company does not wish such proxy given, (y) substantial
opposition exists or (z) materially affects the rights of holders of Shares.
Notwithstanding anything to the contrary contained herein, the Depositary
shall not be obligated to give any such deemed instruction unless and until the
Depositary has been provided with an opinion, which may be given at the time of
entering into the Deposit Agreement, of counsel to the Company, in form and
substance satisfactory to the Depositary, to the effect that (i) the granting of
such discretionary proxy does not subject the Depositary to any reporting
obligations in England or Wales, (ii) the granting of such proxy will not result
in a violation of United Kingdom law, rule, regulation or permit, (iii) the
voting arrangement and proxy as contemplated herein will be given effect under
United Kingdom law, and (iv) the Depositary will not be deemed to be authorized
to exercise any discretion when voting in accordance with the terms of this
paragraph (12) under United Kingdom law and, the Depositary will not be subject
to any liability under United Kingdom law for losses arising from the exercise
of the voting arrangements set forth in this paragraph (12). If after the date
such opinion is delivered to the Depositary the Company is advised by counsel
that there has occurred a change in United Kingdom law such that the foregoing
opinion could no longer be rendered favorably in whole or in part, the Company
shall promptly notify the Depositary of such change and the Depositary shall
thereafter have no obligation to give any such discretionary proxy. The Company
agrees to direct its counsel to inform it of any such changes in United Kingdom
law.
(13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and
(5), the Depositary may, in its discretion, amend this ADR or distribute
additional or amended ADRs (with or without calling this ADR for exchange) or
cash, securities or property on the record date set by the Depositary therefor
to reflect any change in par value, split-up, consolidation, cancellation or
other reclassification of Deposited Securities, any Share Distribution or Other
Distribution not distributed to Holders or any cash, securities or property
available to the Depositary in respect of Deposited Securities from (and the
Depositary is hereby authorized to surrender any Deposited Securities to any
person and to sell by public or private sale any property received in connection
with) any recapitalization, reorganization, merger, consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all the assets of the
Company, and to the extent the Depositary does not so amend this ADR or make a
distribution to Holders to reflect any of the foregoing, or the net proceeds
thereof, whatever cash, securities or property results from any of the foregoing
shall constitute Deposited Securities and each ADS evidenced by this ADR shall
automatically represent its pro rata interest in the Deposited Securities as
then constituted.
A-9
(14) Exoneration. The Depositary, the Company, their agents and each of
them shall: (a) incur no liability (i) if law, regulation, the provisions of or
governing any Deposited Securities, act of God, war or other circumstance beyond
its control shall prevent, delay or subject to any civil or criminal penalty any
act which the Deposit Agreement or this ADR provides shall be done or performed
by it, or (ii) by reason of any exercise or failure to exercise any discretion
given it in the Deposit Agreement or this ADR; (b) assume no liability except to
perform its obligations (other than those directly related to the handling of
Deposited Securities and Cash) to the extent they are specifically set forth in
this ADR and the Deposit Agreement without gross negligence or bad faith; (c)
assume no liability except to perform its obligations directly related to the
handling of Deposited Securities and Cash to the extent they are specifically
set forth in this ADR and the Deposit Agreement without negligence or bad faith;
(d) in the case of the Depositary and its agents hereunder, be under no
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or this ADR; (e) in the case
of the Company and its agents hereunder, be under no obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or this ADR, which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expense (including
fees and disbursements of counsel) and liability be furnished as often as may be
required; or (f) not be liable for any action or inaction by it in reliance upon
the advice of or information from legal counsel, accountants, any person
presenting Shares for deposit, any Holder, or any other person believed by it in
good faith to be competent to give such advice or information. The Depositary,
the Company and the respective agents of each of them may rely and shall be
protected in acting upon any written notice, request, direction or other
document believed by them to be genuine and to have been signed or presented by
the proper party or parties. The Depositary and its agents will not be
responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, for the manner in which any such vote is cast or for the
effect of any such vote. The Depositary and its agents may own and deal in any
class of securities of the Company and its affiliates and in ADRs. The Company
has agreed to indemnify the Depositary and its agents under certain
circumstances and the Depositary has agreed to indemnify the Company against
losses incurred by the Company under certain circumstances. No disclaimer of
liability under the Securities Act of 1933 is intended by any provision hereof.
(15) Resignation and Removal of Depositary; the Custodian. The Depositary
may resign as Depositary by written notice of its election to do so delivered to
the Company, or be removed as Depositary by the Company by written notice of
such removal delivered to the Depositary; such resignation or removal shall take
effect upon the appointment of and acceptance by a successor depositary. The
Depositary may, after consultation with the Company, appoint substitute or
additional Custodians and the term "Custodian" refers to each Custodian or all
Custodians as the context requires.
A-10
(16) Amendment. Subject to the last sentence of paragraph (2), the ADRs
and the Deposit Agreement may be amended by the Company and the Depositary
without the consent of the Holders in any respect, provided that any amendment
that imposes or increases any fees or charges (other than stock transfer or
other taxes and other governmental charges, transfer or registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or that shall otherwise prejudice any substantial existing right of
Holders, shall become effective 30 days after notice of such amendment shall
have been given to the Holders. Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective shall be deemed, by continuing to
hold such ADR, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Holder of any ADR to surrender such ADR and receive the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law.
(17) Termination. The Depositary may, and shall at the written direction
of the Company, terminate the Deposit Agreement and this ADR by mailing notice
of such termination to the Holders at least 30 days prior to the date fixed in
such notice for such termination. After the date so fixed for termination, the
Depositary and its agents will perform no further acts under the Deposit
Agreement and this ADR, except to advise Holders of such termination, receive
and hold (or sell) distributions on Deposited Securities and deliver Deposited
Securities being withdrawn. As soon as practicable after the expiration of six
months from the date so fixed for termination, the Depositary shall sell the
Deposited Securities and shall thereafter (as long as it may lawfully do so)
hold in a segregated account the net proceeds of such sales, together with any
other cash then held by it under the Deposit Agreement, without liability for
interest, in trust for the pro rata benefit of the Holders of ADRs not
theretofore surrendered. After making such sale, the Depositary shall be
discharged from all obligations in respect of the Deposit Agreement and this
ADR, except to account for such net proceeds and other cash. After the date so
fixed for termination, the Company shall be discharged from all obligations
under the Deposit Agreement except for its obligations to the Depositary and its
agents.
(18) Restrictions upon Ownership. So long as the Articles of Associations
of the Company (i) limit the number of Shares in which any holder of Shares may
be interested, or (ii) authorize the Company to take certain actions (including
disenfranchisement and withholding of dividends) in respect of Shares held by a
person who does not respond properly to a notice from the Company requiring
details of his interest in those Shares, notwithstanding any contrary provision
of the Deposit Agreement, each Holder agrees that such limitations shall be
applicable to and enforceable by the Company against such Holder and such
Holder's ADRs as if they were, to the extent practicable, the Shares represented
thereby and the Depositary agrees to use its reasonable efforts to comply with
any written instructions received from the Company requesting that the
Depositary take the reasonable actions specified therein to apply
A-11
and enforce such limitations (including disenfranchisement and disposal) against
specified Holders (other than The Depository Trust Company ("DTC") or its
nominees), provided that the Company shall indemnify the Depositary and hold it
harmless from any expense or liability incurred in complying with such
instructions. The Depositary shall not be required to take any actions with
respect to DTC or its nominees other than the providing of notice and the
forwarding of information and requests thereto.
A-12