Filed pursuant to Rule 424(b)(3)
Registration Statement on Form F-6
Reg. No. 33-11106
[FORM OF RECEIPT]
Number CUSIP Number: 784375404
American Depositary
Shares (Each American
Depositary Share
representing one
Fully Paid Non-Restricted B Share)
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED NON-RESTRICTED B SHARES
of
AKTIEBOLAGET SKF
(Incorporated under the laws of Sweden)
CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America, as depositary (herein
called the "Depositary"), hereby certifies that ________________ is the owner of
____________ American Depositary Shares (hereinafter "ADSs"), representing
deposited non-restricted B shares, including evidence of rights to receive such
non-restricted B shares (the "Shares") of Aktiebolaget SKF, a corporation
incorporated under the laws of Sweden (the "Company"). As of the date of the
Deposit Agreement (hereinafter defined), each ADS represents one Share deposited
under the Deposit Agreement with one of the Custodians which at the date of
execution of the Deposit Agreement are Skandinaviska Enskilda Banken and Svenska
Handelsbanken (the "Custodians"). The ratio of American Depositary Shares to
Shares is subject to amendment as provided in Article IV of the Deposit
Agreement. The Depositary's Corporate Agency Office is located at 388 Greenwich
Street, 14th floor, New York, New York 10013, U.S.A. The Depositary's Corporate
Agency Office is at a different address than its Principal Executive Office. Its
Principal Executive Office is at 399 Park Avenue, New York, NY 10022.
(1) The Deposit Agreement. This American Depositary Receipt is one
of an issue (herein called the Receipts), all issued and to be issued upon the
terms and conditions set forth in the Amended and Restated Deposit Agreement,
dated as of December 7, 1999, as amended by Amendment No. 1 to Amended and
Restated Deposit Agreement, dated as of June 7, 2007 (as so amended and as
further amended and supplemented from time to time, the "Deposit Agreement"), by
and among the Company, the Depositary and all Holders from time to time of
American Depositary Shares evidenced by Receipts issued thereunder, each of whom
by accepting a Receipt becomes bound by all the terms and provisions 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, securities, property and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Corporate Agency Office of the Depositary and the Custodians.
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The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and the Articles of
Association and Bylaws of the Company (as in effect on the date of the Deposit
Agreement) and are qualified by and subject to the detailed provisions of the
Deposit Agreement, to which reference is hereby made. All capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed
thereto in the Deposit Agreement. The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Securities. The American
Depositary Shares are eligible for clearance and settlement through DTC. Each
Beneficial Owner of American Depositary Shares held through DTC must rely on the
procedures of DTC and the DTC Participants to exercise and be entitled to any
rights attributable to such American Depositary Shares. The Receipt evidencing
the American Depositary Shares held through DTC will be registered in the name
of a nominee of DTC. So long as the American Depositary Shares are held through
DTC or unless otherwise required by law, ownership of beneficial interests in
the Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).
(2) Surrender of Receipts and Withdrawal of Deposited Securities.
Upon surrender, at the Corporate Agency 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 (10) 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 and
By-laws, 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. Subject to the last sentence of this paragraph, such
Deposited Securities may be delivered in registered form or by electronic
delivery. ADSs may be surrendered for the purpose of withdrawing Deposited
Securities by delivery of a Receipt evidencing such ADSs (if held in registered
form) or by book-entry delivery of such ADSs to the Depositary.
A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be delivered to
or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without
unreasonable delay) at the designated office of the Custodian, subject to the
terms and conditions of the Deposit Agreement, the Articles of Association and
By-laws of the Company, and the provisions of or governing the Deposited
Securities and applicable laws, now or hereafter in effect, to or upon the
written order of the person or persons designated in the order delivered to the
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Depositary as provided above, the Deposited Securities represented by such ADSs
together with any certificate or other proper documents of or relating to title
for the Deposited Securities or evidence of the electronic transfer thereof (if
available) as the case may be, to or for the account of such person. The
Depositary may make delivery to such person or persons at the Principal Office
of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by such Receipt, or of any proceeds of sale of
any dividends, distributions or rights, which may at the time be held by the
Depositary.
The Depositary shall not accept for surrender a Receipt evidencing
ADSs representing less than one Share. The Depositary may, in its discretion,
refuse to accept for surrender a number of ADSs representing other than a whole
number of Shares. In the case of surrender of a Receipt evidencing a number of
ADSs representing other than a whole number of Shares, the Depositary shall
cause ownership of the appropriate whole number of Shares to be delivered in
accordance with the terms hereof, and shall, at its discretion, either (i) issue
and deliver to the person surrendering such Receipt a new Receipt evidencing
ADSs representing any remaining fractional Share, or (ii) sell or cause to be
sold the fractional Shares represented by the Receipt so surrendered and remit
the proceeds thereof (net of (a) applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes withheld) to the person surrendering
the Receipt. At the request, risk and expense of any Holder so surrendering a
Receipt, and for the account of such Holder, the Depositary shall direct the
Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Principal
Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission
(3) Transfers, Split-Ups and Combinations of Receipts. Subject to
the terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books upon surrender at the Corporate Agency 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. 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 and upon payment of the applicable
fees and charges of the Depositary, subject to the terms and conditions of this
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
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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.
The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the delivery of
Receipts against the deposit of particular Shares may be withheld, or the
registration of transfer of Receipts in particular instances may be refused, or
the registration of transfer of outstanding Receipts generally may be suspended,
during any period when the transfer books of the Company, Depositary, a
Registrar or the Share Registrar are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company, in good faith, at any
time or from time to time because of any requirement of law, any governmental
body or commission or any securities exchange upon which the Receipts or Share
are listed, or under any provision of the Deposit Agreement or provisions of, or
governing, the Deposited Securities or any meeting of shareholders of the
Company or for any other reason, subject in all cases to Article (23) hereof.
Notwithstanding any provision of the Deposit Agreement to the contrary, the
surrender of outstanding ADSs evidenced by Receipts and withdrawal of Deposited
Securities may not be suspended except as permitted by General Instruction
I.A.(l) to Form R6 (as such Instructions may be amended from time to time) in
connection with (i) temporary delays caused by closing the transfer books of the
Depositary or the Company (or the Share Registrar) 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 U.S. or foreign laws or governmental regulations relating to the Receipts or
to the withdrawal of the Deposited Securities. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under the
Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), unless a registration statement is in effect as to such
Shares.
(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 Swedish law, the rules and requirements of the Stockholm
Stock Exchange or the Articles of Association and By Laws of the Company, 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 persons then
or previously 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
comply with written instructions received from the Company requesting the
Depositary to forward any such requests to the Holders and to forward to the
Company any such responses to such requests received by the Depositary.
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(6) Ownership Restrictions. The Company may restrict transfers of
the Shares where such transfer might result in ownership of Shares exceeding
limits under applicable law or the Articles of Association and By-laws of the
Company. The Company may also restrict, in such manner as it deems appropriate,
transfers of ADSs where such transfer may result in the total number of Shares
represented by the ADSs owned by a single Holder or Beneficial Owner to exceed
any such limits. The Company may, in its sole discretion, instruct the
Depositary to take action with respect to the ownership interest of any Holder
or Beneficial Owner in excess of the limits set forth in the preceding sentence,
including but not limited to the imposition of restrictions on the transfer of
ADSs, the removal or limitation of voting rights or a mandatory sale or
disposition on behalf of a Holder or Beneficial Owner of the Shares represented
by the ADSs held by such Holder or Beneficial Owner in excess of such
limitations, if and to the extent such disposition is permitted by applicable
law and the Articles of Association and By-laws of the Company.
(7) Liability of Holder for Taxes, Duties and Other Charges. If any
tax or other governmental charge shall become payable by the Depositary or a
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 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, the Holder and the Beneficial Owner hereof remaining 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 any of their agents, 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.
(8) 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
validly issued, fully paid, non-assessable and 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 and (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 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.
(9) Filing Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
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required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary and the Custodian such proof of citizenship or
residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership
of ADSs and Deposited Securities, compliance with applicable laws and the terms
of the Deposit Agreement and the provisions of, or governing, the Deposited
Securities or other information as the Depositary or the Custodian may 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 certificates are executed or such representations and warranties
are made or such information and documentation are provided.
(10) Charges of Depositary. The Depositary shall charge any party to
whom Receipts are issued (including, without limitation, deposit or issuance
pursuant to a stock dividend or stock split declared by the Company or an
exchange of stock for the Shares or Deposited Securities, or a distribution of
Receipts pursuant to Section 4.3 or 4.11 of the Deposit Agreement), or who
surrenders Receipts a fee of U.S. $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the issuance or surrender, respectively, of a
Receipt. In addition the Depositary shall charge to the Holders a fee of U.S.
$2.00 or less per 100 American Depositary Shares (or portion thereof) for any
cash distribution made pursuant to the Deposit Agreement, including but not
limited to, Sections 4.2 through 4.5 thereof, and $5.00 or less per 100 American
Depositary Shares (or portion thereof) in case of a stock dividend made pursuant
to the Deposit Agreement, including but not limited to Section 4.2 through 4.5
thereof. The Depositary will provide, without charge, a copy of its latest fee
schedule to anyone upon request. In addition, Holders, Beneficial Owners, and
persons depositing Shares will be requested to pay taxes and other governmental
charges, registration fees, cable, telex and facsimile transmission and delivery
expenses, and customary and other expenses incurred by the Depositary in
connection with its obligations and duties under the Deposit Agreement. Any
other charges and expenses of the Depositary under the Deposit Agreement will be
paid by the Company upon agreement between the Depositary and the Company
concerning the nature and amount of such charges and expenses. All fees and
charges may at any time and from time to time be changed by agreement between
the Company and the Depositary. The charges and expenses of the Custodian,
nominee or any other agent of the Depositary are for the sole account of the
Depositary. These charges may be changed in the manner indicated in Article (21)
of this Receipt.
(11) 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), when
properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument under the laws of the State of New York; provided, however, that the
Company and the Depositary, notwithstanding any notice to the contrary, may
treat the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for all purposes, and neither the
Depositary nor the Company shall have any obligations or be subject to any
liability hereunder or under the Deposit Agreement to any holder of a Receipt
unless such holder is the Holder (that is, the person registered on the books of
the Depositary).
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(12) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt has been executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar has been appointed and this Receipt
has been countersigned by the manual signature of a duly authorized officer of
the Registrar.
(13) Available Information; Reports; Inspection of Transfer Books.
The Company has been subject to the periodic reporting requirements of the
Exchange Act, and has filed certain reports with, and submitted certain reports
to, the Commission, which reports can be retrieved from the Commission's
internet website at www.sec.gov, and can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the
Commission, which has suspended the Company's duty under the Exchange Act to
file or submit the reports required under Sections 13(a) or 15(d) of the
Exchange Act. Upon the effectiveness of Form 15F, the Company's duty to file or
submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate
and the Company will, pursuant to Rule 12g3-2(e)(1), receive the exemption from
the reporting obligations of the Exchange Act provided by Rule 12g3-2(b). In
order to satisfy the conditions of Rule 12g3-2(b) the Company intends to publish
the information contemplated in Rule 12g3-2(b)(1)(iii) under the Exchange Act on
its internet website or through an electronic information delivery system
generally available to the public in the Company's primary trading market, and
to translate the information so published into English in accordance with the
instructions to Rule 12g3-2(e). The Company has specified in Form 15F the
internet website or the electronic information delivery system on which it
intends to publish such information. The information so published by the Company
cannot be retrieved from the Commission's internet website, and cannot be
inspected or copied at the public reference facilities maintained by the
Commission. If the Form 15F does not become effective, the Company will again be
subject to the periodic reporting requirements of the Exchange Act and will be
required to file with the Commission, and submit to the Commission, certain
reports that can be retrieved from the Commission's internet website at
www.sec.gov, and can be inspected and copied at the public reference facilities
maintained by the Commission.
The Registrar shall keep the books for the registration of Receipts
and transfers of Receipts which at all reasonable times shall be open for
inspection by the Company and the Holders of such Receipts, provided that such
inspection shall not be, to the Registrar's knowledge, for the purpose of
communicating with Holders of such Receipts in the interest of a business or
object other than the business of the Company or other than a matter related to
the Deposit Agreement or the Receipts.
The Registrar may close the transfer books with respect to the
Receipts, at any time or from time to time, when deemed necessary or advisable
by it in good faith in connection with the performance from time to time of its
duties hereunder, or at the reasonable written request of the Company subject,
in all cases, to Article 23 hereof.
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Dated: CITIBANK, N.A.,
as Depositary
Countersigned
By: _____________________________ By: _____________________________
Authorized Signatory Vice President
The address of the Corporate Agency Office of the Depositary is 388
Greenwich Street, 14th Floor, New York, New York 10013, U.S.A. The Depositary's
Corporate Agency Office is at a different address than its Principal Executive
Office. Its Principal Executive Office is at 399 Park Avenue, New York, New York
10022.
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[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(14) 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 distribute the amount thus received (net of applicable fees and
charges of, and expenses incurred by, the Depositary and taxes withheld) to the
Holders entitled thereto as of the ADS Record Date in proportion to the number
of ADSs representing such Deposited Securities held 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. 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 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.
If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Company shall cause such
Shares to be deposited with and registered, as the case may be, in the name of
the Depositary, the Custodian or their nominees. Upon receipt of confirmation of
such deposit, the Depositary shall, in accordance with the Deposit Agreement,
establish the ADS Record Date and either (i) distribute to the Holders as of the
ADS Record Date in proportion to the number of ADSs held as of the ADS Record
Date, additional ADSs, which shall represent in aggregate the number of Shares
received as such dividend or free distribution, subject to the terms of this
Deposit Agreement (including, without limitation, the applicable fees and
charges of, and expenses incurred by, the Depositary and taxes), or (ii) if
additional ADSs are not so distributed, each ADS issued and outstanding after
the ADS Record Date shall, to the extent permissible by law, thenceforth also
represent rights and interest in the additional Shares distributed upon the
Deposited Securities represented thereby (net of the applicable fees and charges
of, and the expenses incurred by, the Depositary, and taxes). In lieu of
delivering fractional ADSs, the Depositary shall sell the number of Shares
represented by the aggregate of such fractions and distribute the net proceeds
upon the terms set forth in the Deposit Agreement.
In the event that the Depositary determines that any distribution in
property (including Shares) is subject to any tax or other governmental charges
which the Depositary is obligated to withhold, or, if the Company, in the
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fulfillment of its obligations under the Deposit Agreement, has furnished an
opinion of U.S. counsel determining that Shares must be registered under the
Securities Act or other laws in order to be distributed to Holders (and no such
registration statement has been declared effective, the Depositary may dispose
of all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner, including by public or private
sale, as the Depositary deems necessary and practicable and the Depositary shall
distribute the net proceeds of any such sale (after deduction of taxes and fees
and charges of, and expenses incurred by, the Depositary) to Holders entitled
thereto upon the terms of the Deposit Agreement. The Depositary shall hold
and/or distribute any unsold balance of such property in accordance with the
provisions of the Deposit Agreement.
Upon receipt of notice indicating that the Company wishes an
elective distribution in cash or shares to be made available to Holders upon the
terms described in the Deposit Agreement the Depositary shall make such elective
distribution available to Holders only if (i) the Depositary shall have
determined that such distribution is reasonably practicable and (ii) the
Depositary shall have received satisfactory documentation within the terms of
Section 5.7. If the above conditions are not satisfied, the Depositary shall, to
the extent permitted by law, distribute to the Holders, on the basis of the same
determination as is made in the local market in respect of the Shares for which
no election is made, either (X) cash upon the terms described in Section 4.1 or
(Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall
establish an ADS Record Date (on the terms described in Section 4.8) and
establish procedures to enable Holders to elect the receipt of the proposed
dividend in cash or in additional ADSs. The Company shall assist the Depositary
in establishing such procedures to the extent necessary. If a Holder elects to
receive the proposed dividend (X) in cash, the dividend shall be distributed
upon the terms described in Section 4.1, or (Y) in ADSs, the dividend shall be
distributed upon the terms described in Section 4.2. Nothing herein shall
obligate the Depositary to make available to Holders a method to receive the
elective dividend in Shares (rather than ADSs). There can be no assurance that
Holders generally, or any Holder in particular, will be given the opportunity to
receive elective distributions on the same terms and conditions as the holders
of Shares.
Upon receipt by the Depositary of a notice indicating that the
Company wishes rights to subscribe for additional Shares (or rights of any other
nature) to be made available to Holders of ADSs, the Depositary, upon
consultation with the Company, shall determine whether it is lawful and
reasonably practicable to make such rights available to the Holders. The
Depositary shall make such rights available to any Holders only if the Company
shall have requested that such rights be made available to Holders, the
Depositary shall have received the documentation required by the Deposit
Agreement, and the Depositary shall have determined that such distribution of
rights is reasonably practicable. If such conditions are not satisfied, the
Depositary shall sell the rights as described below. In the event all conditions
set forth above are satisfied, the Depositary shall establish an ADS Record Date
and establish procedures to distribute such rights (by means of warrants or
otherwise) to enable the Holders to exercise the rights (upon payment of the
applicable fees and charges of, and expenses incurred by, the Depositary and
taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary
to make available to the Holders a method to exercise such rights to subscribe
for Shares (rather than ADSs). If (i) the Company does not request the
Depositary to make the rights available to Holders or if the Company requests
that the rights not be made available to Holders, (ii) the Depositary fails to
10
receive the documentation required by the Deposit Agreement or determines it is
not reasonably practicable to make the rights available to Holders, or (iii) any
rights made available are not exercised and appear to be about to lapse, the
Depositary shall determine whether it is lawful and reasonably practicable to
sell such rights, in a riskless principal capacity or otherwise, at such place
and upon such terms (including public and private sale) as it may deem proper.
The Depositary shall, upon such sale, convert and distribute proceeds of such
sale (net of applicable fees and charges of, and expenses incurred by, the
Depositary and taxes) upon the terms hereof and in the Deposit Agreement. If the
Depositary is unable to make any rights available to Holders or to arrange for
the sale of the rights upon the terms described above, the Depositary shall
allow such rights to lapse. The Depositary shall not be responsible for (i) any
failure to determine that it may be lawful or feasible to make such rights
available to Holders in general or any Holders in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale or exercise, or
(iii) the content of any materials forwarded to the Holders on behalf of the
Company in connection with the rights distribution.
Notwithstanding anything herein to the contrary, if registration
(under the Securities Act or any other applicable law) of the rights or the
securities to which any rights relate may be required in order for the Company
to offer such rights or such securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to
the Holders unless and until a registration statement under the Securities Act
covering such offering is in effect. In the event that the Company, the
Depositary or the Custodian shall be required to withhold and does withhold from
any distribution of property (including rights) an amount on account of taxes or
other governmental charges, the amount distributed to Holders shall be reduced
accordingly. In the event that the Depositary determines that any distribution
in property (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charges which the Depositary is obligated to
withhold, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor) in such amounts and in such
manner, including by public or private sale, as the Depositary deems necessary
and practicable to pay any such taxes or charges.
There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights. Nothing
herein shall obligate the Company to file any registration statement in respect
of any rights or Shares or other securities to be acquired upon the exercise of
such rights.
Upon receipt of a notice indicating that the Company wishes property
other than cash, Shares or rights to purchase additional Shares, to be made to
Holders of ADSs, the Depositary shall determine whether such distribution to
Holders is lawful and reasonably practicable. The Depositary shall not make such
distribution unless (i) the Company shall have requested the Depositary to make
such distribution to Holders, (ii) the Depositary shall have received the
documentation required by the Deposit Agreement, and (iii) the Depositary shall
have determined that such distribution is reasonably practicable. Upon
satisfaction of such conditions, the Depositary shall distribute the property so
received to the Holders of record as of the ADS Record Date, in proportion to
the number of ADSs held by them respectively and in such manner as the
Depositary may deem practicable for accomplishing such distribution (i) upon
receipt of payment or net of the applicable fees and charges of, and expenses
incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary
11
may dispose of all or a portion of the property so distributed and deposited, in
such amounts and in such manner (including public or private sale) as the
Depositary may deem practicable or necessary to satisfy any taxes (including
applicable interest and penalties) or other governmental charges applicable to
the distribution.
If the conditions above are not satisfied, the Depositary shall sell
or cause such property to be sold in a public or private sale, at such place or
places and upon such terms as it may deem proper and shall (i) cause the
proceeds of such sale, if any, to be converted into Dollars and (ii) distribute
the proceeds of such conversion received by the Depositary (net of (a)
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes) to the Holders upon the terms hereof. If the Depositary is unable to sell
such property, the Depositary may dispose of such property in any way it deems
reasonably practicable under the circumstances.
(15) Fixing of Record Date. Whenever the Depositary shall receive
notice of the fixing of a record date by the Company for the determination of
holders of Deposited Securities entitled to receive any 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, after
consultation with the Company, 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 the terms and
conditions of this Receipt and the Deposit Agreement, the Holders of Receipts at
the close of business 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.
(16) Voting of Deposited Securities. Upon receipt of notice of any
meeting of holders of Shares or other Deposited Securities, the Depositary
shall, as soon as practicable, fix a record date as provided in Section 4.8 for
determining the Holders entitled to give instructions for the exercise of voting
rights and mail to the Holders a notice which shall contain (a) such information
as is contained in such notice of meeting and (b) a statement (in a form
provided by the Company) that a Holder of Receipts at the close of business on
the specified record date will be entitled, subject to any applicable provisions
of Swedish law and of the Articles of Association of the Company (which
provisions, if any, shall be summarized in pertinent part), to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
Shares or other Deposited Securities represented thereby. A precondition for
exercising any such voting rights is that such Holder is registered in the
register of stockholders of the Company not less than ten calendar days prior to
the date of the meeting and gives notice of his intention to attend the meeting,
in person or by proxy, not later than a date (being not earlier than five days
before the meeting, not including Sundays and legal holidays in Sweden)
specified in the notice convening the meeting. Pursuant to these requirements,
Holders will be entitled to deposit their ADSs in a blocked account with the
Depositary and to instruct the Depositary to request a Custodian to cause the
equivalent underlying Shares to be registered in the Holder's name and to give
12
notice to the Company of the Holder's intention to attend the meeting and to
vote the Shares at such a meeting in person or by proxy. Such notice shall also
contain a statement that a Holder who deposits his ADSs in a blocked account
with the Depositary and who instructs a Custodian to register in the Holder's
name the equivalent underlying Shares for the purpose of voting such Shares at
any meeting of holders of Shares may instruct the Depositary, immediately
following any such meeting, to request such Custodian to reregister the Shares
in the name in which such Shares were previously registered and to release to
the Holder from the blocked account the ADSs representing such Shares.
Neither the Depositary nor the Custodian shall under any
circumstances exercise any discretion as to voting, and neither the Depositary
nor the Custodian shall vote, attempt to exercise the right to vote, or in any
way make use of, for purposes of establishing a quorum or otherwise the Shares
or other Deposited Securities represented by ADSs except pursuant to and in
accordance with such written instructions from Holders. Shares or other
Deposited Securities represented by ADSs for which no specific voting
instructions are received by the Depositary from the Holder shall not be voted.
There can be no assurance that Holders generally or any Holder in particular
will receive the notice described above with sufficient time to enable the
Holder to return voting instructions to the Depositary in a timely manner.
(17) Changes Affecting Deposited Securities. Upon any change in
nominal or 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 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 the
form of Receipt, specifically describing such new Deposited Securities 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.
13
(18) Exoneration. Neither the Depositary nor the Company shall be
obligated to do or perform any act which is inconsistent with the provisions of
the Deposit Agreement or incur any liability (i) if the Depositary, 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, Sweden 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 Articles
of Association and By-laws of the Company 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 this Deposit Agreement or in the Articles of Association and By-laws of the
Company or provisions of or governing Deposited Securities, (iii) for any action
or inaction in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information,
(iv) for the inability of a Holder or Beneficial Owner to benefit from any
distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of this Deposit
Agreement, made available to Holders of ADSs 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 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.
(19) Standard of Care. The Company and its agents assume no
obligation and shall not be subject to any liability under the Deposit Agreement
or this Receipt to Holders or Beneficial Owners or other persons, except that
the Company and its agents agree to perform their obligations specifically set
forth in the Deposit Agreement without negligence or bad faith. The Depositary
and its agents assume no obligation and shall not be subject to any liability
under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or
other persons, except that the Depositary and its agents agree to perform their
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
this 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 this Deposit Agreement or for the failure
or timeliness of any notice from the Company.
14
(20) 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 60th 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 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 60th 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, 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 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.
(21) Amendment, Supplement. 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 prior written
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 prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding
Receipts until the expiration of 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 Receipt and
receive therefor the Deposited Securities represented hereby, 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
15
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 Receipt at any time in accordance with such changed laws,
rules or regulations. Such amendment or supplement to the Deposit Agreement in
such circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance with such laws, rules or regulations.
(22) 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 30
days prior to the date fixed in such notice for such termination. If 60 days
shall have expired after (i) the Depositary shall have delivered to the Company
a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a written notice of the removal of the Depositary,
and in either case a successor depositary shall not have been appointed and
accepted its appointment as provided in the Deposit Agreement, the Depositary
may terminate the Deposit Agreement by mailing notice of such termination to the
Holders of all Receipts then outstanding at least 30 days prior to the date
fixed for such termination. On and after the date of termination of the Deposit
Agreement, the Holder will, upon surrender of such Holders' ADSs at the
Principal Office of the Depositary, upon the payment of the charges of the
Depositary for the surrender of ADSs 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 this 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 six months from the date of termination of the Deposit
Agreement, the Depositary may sell the Deposited Securities then held hereunder
and may thereafter hold uninvested the net proceeds of any such sale, together
with any other cash then held by it hereunder, in an unsegregated account,
without liability for interest for the pro rata benefit of the Holders of
Receipts whose Receipts have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under the Deposit
Agreement with respect to the Receipts and the Shares, Deposited Securities and
ADSs, except to account for such net proceeds and other cash (after deducting,
or charging, as the case may be, in each case the charges of the Depositary for
the surrender of a Receipt, any expenses for the account of the Holder in
accordance with the terms and conditions of the Deposit Agreement and any
applicable taxes 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.
16
(23) Compliance with U.S. Securities Laws. 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.
(24) 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 Receipts. The Depositary
may issue Receipts against evidence of rights to receive Shares from the
Company, any agent of the Company or any custodian, registrar, transfer agent,
clearing agency or other entity involved in ownership or transaction records in
respect of the Shares. 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
Receipts; provided, however, that the Depositary may (i) issue Receipts prior to
the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii)
deliver Shares prior to the receipt and cancellation of Receipts pursuant to
Section 2.5 of the Deposit Agreement, including Receipts 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 Receipts in lieu of
Shares under (i) above and receive Shares in lieu of Receipts under (ii) above.
Each such Pre-Release Transaction will be (a) subject to a written agreement
whereby the person or entity (the "Applicant") to whom Receipts or Shares are to
be delivered (w) represents that at the time of the Pre-Release Transaction the
Applicant or its customer owns the Shares or Receipts that are to be delivered
by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the
Depositary as owner of such Shares or Receipts in its records and to hold such
Shares or Receipts in trust for the Depositary until such Shares or Receipts are
delivered to the Depositary or the Custodian, (y) unconditionally guarantees to
deliver to the Depositary or the Custodian, as applicable, such Shares or
Receipts and (z) 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 Receipts and Shares involved in such Pre-Release Transactions at any
one time to thirty percent (30%) of the Receipts outstanding (without giving
effect to Receipts 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 Receipts 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).
17
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto _____________________ whose taxpayer identification number
is ________________________ and whose address including postal zip code is
__________________, the within Receipt and all rights thereunder, hereby
irrevocably constituting and appointing ____________________ attorney- in-fact
to transfer said Receipt on the books of the Depositary with full power of
substitution in the premises.
Dated: Name: ______________________________________
By:
Title:
NOTICE: The signature of the Holder to this
assignment must correspond with the name as
written upon the face of the within
instrument in every particular, without
alteration or enlargement or any change
whatsoever.
SIGNATURE GUARANTEED
______________________________
18
NOTICE OF CHANGE OF PAR VALUE OF AKTIEBOLAGET SKF SHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES
TO ALL HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME
OF AMERICAN DEPOSITARY SHARES ("ADSs")
OF AKTIEBOLAGET SKF.
- --------------------------------------------------------------------------------
COMPANY: AKTIEBOLAGET SKF., a corporation organized and
existing under the laws of the Kingdom of Sweden.
- --------------------------------------------------------------------------------
DEPOSITARY: CITIBANK, N.A.
- --------------------------------------------------------------------------------
DEPOSITED SECURITIES: Non-Restricted B Shares of the Company (the "Shares").
- --------------------------------------------------------------------------------
DEPOSIT AGREEMENT: Amended and Restated Deposit Agreement, dated as of
December 7, 1999, and as amended by Amendment No. 1 to
Amended and Restated Deposit Agreement, dated as of
June 7, 2007 (the "Deposit Agreement"), by and among
the Company, the Depositary and all Holders and
Beneficial Owners from time to time of ADSs evidenced
by American Depositary Receipts ("ADRs") outstanding
under the Deposit Agreement. Unless otherwise
defined, all capitalized terms used herein shall have
the meaning given to such terms in the Deposit
Agreement.
- --------------------------------------------------------------------------------
ADS CUSIP NO: 784375404.
- --------------------------------------------------------------------------------
As a holder of ADSs of the Company, you are hereby notified by the
Depositary that the Company has changed the par value of its Shares.
Please note that ADRs issued prior or subsequent to the date hereof, which
do not reflect the changes to the form of ADR effected hereby, do not need to be
exchanged for new ADRs and may remain outstanding until such time the Holder
thereof chooses to surrender them for any reason under the Deposit Agreement.
If you have any questions regarding the above, please contact Citibank,
N.A. at 1-877-248-4237.
CITIBANK, N.A.,
as Depositary
April 25, 2008