SEC File No. 333128681
File under rule
424(b)(3)
Overstamp: Effective
January 3, 2012, the
ratio has changed to 1
ADS representing 25
ordinary shares.
AMERlCAN
DEPOSITARY SHARES
(Each American
Depositary Share
represents five deposited
Shares)
THE BANK OF NEW
YORK
AMERICAN
DEPOSITARY
RECEIPT
FOR FULLY PAID
ORDINARY SHARES
OF THE
PAR VALUE OF A$0.25
EACH OF NOVOGEN
LIMITED
(INCORPORATED
UNDER THE LAWS OF
THE
C0MM0NWEALTH OF
AUSTRALIA)
The Bank of New York as
depositary (hereinafter
called the Depositary),
hereby certifies that, or
registered assigns
AMERICAN DEPOSITA.RY
SHARES representing
deposited fully paid
Ordinary Shares, par
value A$0.25 (herein
cal1ed Shares) of Novogen
Limited, incorporated
under the laws of the
Commonwealth of
Australia (herein called
the Company). At the
date hereof, each
American Depositary
Share represents five
Shares which are either
deposited or subject to
deposit under the deposit
agreement at the principal
Melbourne, Victoria,
Australia, office of
Australia and New Zealand
Banking Group, the
principal Melbourne,
Victoria, Australia, office
of National Australia Bank
Limited and the principal
Sydney, New South
Wales, Australia, office of
Hong Kong Bank of
Australia (herein
collectively called the
Custodian). The
Depositarys Corporate
Trust Office is located at a
different address than its
principal executive office.
Its Corporate Trust Office
is located at 101 Barclay
Street, New York, N.Y.
10286, and its principal
executive office is located
at One Wall Street, New
York, N.Y. 10286.
THE DEPOSITARYS
CORPORATE TRUST
OFFICE ADDRESS IS
101 BARCLAY STREET,
NEW YORK, N.Y. 10286
I.THE DEPOSIT
AGREEMENT.
This American
Depositary Receipt is one
of an issue (herein
called Receipts), all
issued and to be issued
upon the terms and
conditions set forth in
the deposit agreement,
dated as of February 23,
1998, as amended and
restated as of December
29,
1998, as further amended
and restated as of October
14, 2005, (herein called
the Deposit Agreement),
by and among the
Company, the Depositary,
and all Owners and
holders from time to time
of Receipts issued
hereunder, each of
whom by accepting a
Receipt agrees to become
a party thereto and
become bound by all
the terms and conditions
thereof The Deposit
Agreement sets forth
the rights of Owners
and holders of the
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 Depositarys
Corporate Trust Office
in New York City and
at the office of the
Custodian.
The statements made on
the face and reverse of
this Receipt are
summaries of certain
provisions of the
Deposit Agreement and
are qualified by and
subject to the detailed
provisions of the
Deposit Agreement, to
which reference is
hereby made. Capitalized
tense not defined herein
shall have the meanings
set forth in the Deposit
Agreement.
2. SURRENDER OF
RECEIPTS AND
WITHDRAWAL OF
SHARES.
Upon surrender at the
Corporate Trust Office
of the Depositary of this
Receipt, and upon
payment of the fee of the
Depositary provided in
this Receipt, and subject
to the terms and
conditions of the Deposit
Agreement, the Owner
hereof is entitled to
delivery, to him or upon
his order, of the
Deposited Securities at
the time represented by
the American Depositary
Shares for which this
Receipt is issued.
De1ivery of such
Deposited Securities may
be made by the delivery
of (a) certificates in the
name of the 0\Vller
hereof or as ordered by
him or by the delivery of
certificates properly
endorsed or accompanied
by proper instruments of
transfer and (b) any other
securities, property and
cash to which such
Owner is then entitled in
respect of this Receipt.
Such delivery will be
made at the option of the
Owner hereof, either at
the office of the
Custodian or at the
Corporate Trust Office of
the Depositary, provided
that the forwarding of
certificates for Shares or
other Deposited Securities
for such delivery at the
Corporate Trust Office
of the Depositary shall
be at the risk and expense
of the Owner hereof.
3. TRANSFERS, SPLITUPS,
AND COMB1NATIONS
OF RECEIPTS
The transfer of this
Receipt is registrable on
the books of the
Depositary at its
Corporate Tnist Office by
the Owner hereof in
person or by a duly
authorized. attorney,
upon surrender of this
Receipt properly endorsed
for transfer or
accompanied by proper
instruments of transfer
and funds sufficient to
pay any applicable
transfer taxes and the fees
and expenses of the
Depositary and upon
compliance with such
regulations, if any, as the
Depositary may establish
for such purpose. This
Receipt may be split into
other such Receipts, or
may be combined with
other such Receipts into
one Receipt, representing
the same aggregate
number of American
Depositary Shares as the
Receipt or Receipts
surrendered. As a
condition precedent to
the execution and
delivery, registration of
transfer, splitup,
combination, or
surrender of any
Receipt or withdrawal
of any Deposited
Securities, the Depositary,
the Custodian, or
Registrar may require
payment from the
prcsentor 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 as
provided in this Receipt,
may require the
production of proof
satisfactory to it as to
the identity and
genuineness of any
signatu re and may also
require compliance with
any regulations the
Depositary may establish
consistent with the
provisions of the
Deposit Agreement or
thls Receipt, including,
without limitation,
paragraph (22) of this
Receipt.
The delivery of Receipts
against deposits of Shares
generally or against
deposits of particular
Shares may be suspended,
or the 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 Depositary
are closed, or if any such
action is deemed
necessary or advisable by
the Depositary or the
Company at any time or
from time to time because
of any requirement of law
or of any government or
governmental body or
commission or under any
provision of the Deposit
Agreement or this Receipt,
or for any other reason,
subject to paragraph (22)
hereof. The surrender of
outstanding Receipts and
withdrawal of Deposited
Securities may not be
suspended 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,
(i1) 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 required to be
registered under the
provisions of the
Securities Act of I 933,
unless a registration
statement is in effect as to
such Shares.
4. LIABILITY OF OWNER
FOR TAXES.
If any tax or other
governmental charge shall
become payable with
respect to any Receipt or
any Deposited Securities
represented hereby, such
tax or other governmental
charge shall be payable
by the Owner hereof to
the Depositary. The
Depositary may refuse to
effect any transfer of this
Receipt or any withdrawal
of Deposited Securities
represented by American
Depositary Shares
evidenced by such
Receipt until such
payment is made, and
may withhold any
dividends or other
distributions, or may sell
for the account of the
Owner hereof any part or
all of the Deposited
Securities represented by
the American Depositary
Shares evidenced by this
Receipt, and may apply
such dividends or other
distributions or the
proceeds of any such sale
in payment of such tax
or other governmental
charge and the Owner
hereof shall remain liable
for any deficiency.
5. WARRANTIES OF
DEPOSITORS.
Every person depositing
Shares under the Deposit
Agreement shall be
deemed thereby to
represent and warrant that
such Shares and each
certificate therefore are
validly issued, fully paid,
non assessable, and free
of any preemptive rights
of the holders of
outstanding Shares and
that the person making
such deposit is duly
authorized so to do.
Every such person shall
also be deemed to
represent that Shares
deposited by that person
are not restricted
securities. Such
representations and
warranties shall survive
the deposit of Shares and
issuance of Receipts.
6.FILING
PROOFS.CERTIFICATES.
AND OTHER
INFORMATION
Any person presenting
Shares for deposit or any
Owner or holder of a
Receipt may be required
from time to time to file
with the Depositary or the
Custodian such proof of
citizenship or residence,
exchange control
approval, evidence of the
number of Shares
beneficially owned or
any other matters
necessary or appropriate to
evidence compliance with
the Corporations Law of
Australia, the Banking
(Foreign Exchange)
Regulations or the
Australian Foreign
Acquisitions and
Takeover Act 1975 or
such information relating
to the registration on .the
books of the Company or
the Foreign Registrar, if
applicable, to execute
such certificates and to
make such
representations and
warranties, as the
Depositary may, and shall,
if requested by the
Company, deem necessary
or proper. The Depositary
may withhold the delivery
or registration of transfer
of any Receipt or the
distribution of any
dividend or sale or
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 made. The
Depositary shall provide
the Company, upon the
Companys reasonable
request and expense, in a
timely manner, with
copies of any information
or other material which it
receives pursuant to this
Paragraph. No Share
shall be accepted for
deposit unless
accompanied by evidence
satisfactory to the
Depositary that any
necessary approval has
been granted by any
governmental body in the
Commonwealth of
Australia which is then
performing the function of
the regulation of currency
exchange.
7. CHARGES OF
DEPOSITARY.
The Company agrees to
pay the fees, reasonable
expenses and
outofpocket charges of the
Depositary and those of
any Registrar only in
accordance with
agreements in writing
entered into between the
Depositary and the
Company from time to
time. The Depositary shall
present its statement for
such charges and expenses
to the Issuer at least
once every three
months. The charges
and expenses of the
Custodian are for the
sole account of the
Depositary.
The following charges
shall be incurred by any
party depositing or
withdrawing Shares or by
any party surrendering
Receipts or to whom
Receipts are issued
(including, without
limitation, issuance
pursuant to a stock
dividend or stock split
declared by the Company
or an exchange of stock
regarding the Receipts or
Deposited Securities or a
distributionReceipts
pursuant to Section 4.3
of the Deposit
Agreement), whichever
applicable: (l) taxes and
other governmental
charges, (2) such
registration fe.es as may
from time to time be in
effect for the registration
of transfers of Shares
generally on the share
register of the Company
or Foreign Registrar and
applicable to transfers of
Shares to or from the
name of the Depositary or
its nominee or the
Custodian or its nominee
on the making of deposits
or withdrawals under the
Deposit Agreement, (3)
such cable, telex and
facsimile transmission
expenses as are expressly
provided in the Deposit
Agreement, (4) such
expenses as are incurred
by the Depositary in the
conversion of foreign
currency pursuant to
Section 4.5 of the Deposit
Agreement, (5) a fee not
in excess of $5.00 or
less per 100 American
Depositary Shares (or
portion thereof) for the
execution and delivery of
Receipts pursuant to
Section 2.3 of the Deposit
Agreement, the execution
and delivery of Receipts
pursuant to Section 4.3
of the Deposit Agreement
and the surrender of
Receipts pursuant to
Section 2.5 or 6.2 of the
Deposit Agreement, (6) a
fee not in excess of $.02
or less per American
Depositary Share (or
portion thereof) for any
cash distribution made
pursuant to the Deposit
Agreement including, but
not limited to Sections 4.1
through 4.4 thereof, (7) a
fee for the distribution of
securities pursuant to
Section 4.2 of the
Deposit Agreement , such
fee being in an amount
equal to the fee for the
execution and delivery of
American Depositary
Shares referred to above
which would have been
charged as a result of the
deposit of such securities
(for purposes of this
clause 7 treating all such
securities as if they were
Shares) but which
securities are instead
distributed by the
Depositary to Owners, (8)
a fee not in excess of
$.02 or less per American
Depositary Share (or
portion thereof) for
depositary services,
which will accrue on the
last day of each calendar
year and which will be
payable as provided in
clause (9) below;
provided, however, that
no fee
will be assessed under
this clause (8) to the
extent a fee of $.02 was
charged pursuant to
clause (6) above during
that calendar year and
(9) any other charge
payable by the
Depositary, any of the
Depositarys agents,
including the Custodian,
or the agents of the
Depositarys agents in
connection with the
servicing of Shares or
other Deposited
Securities (which charge
shall be assessed against
Owners as of the date or
dates set by the
Depositary in accordance
with Section 4.6 of the
Deposit Agreement and
shall be payable at the
sole discretion of the
Depositary by billing
such owners for such
charge or by deducting
such charge from one or
more cash dividends or
other cash distributions.
The Depositary, subject to
Paragraph (8) hereof,
may own and deal in any
class of securities of the
Company and its affiliates
and in Receipts.
8. PRERELEASE OF
RECEIPTS.
Notwithstanding Section
2.3 of the Deposit
Agreement, the
Depositary may execute
and deliver Receipts prior
to the receipt of Shares
pursuant to Section 2.2 of
the Deposit Agreement
(PreRelease). The
Depositary may, pursuant
to Section 2.5 of the
Deposit Agreement,
deliver Shares upon the
receipt and cancellation
of Receipts which have
been PreReleased,
whether or not such
cancellation is prior to
the termination of such
PreRelease or the
Depositary knows that
such Receipt has been
PreReleased. The
Depositary may receive
Receipts in lieu of Shares
in satisfaction of a
PreRelease. Each
PreRelease will be (a)
preceded or accompanied
by a written
representation from the
person to whom Receipts
are to be delivered that
such person, or its
customer, owns the Shares
or Receipts to be remitted,
as the case may be, (b) at
all times :fully collateralized
with cash or such other
collateral as the Depositary
deems appropriate, {c)
terninable 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 number
of American Depositary
Shares which are
outstanding at any time as
a result of PreReleases. will
not normally exceed thirty
percent (30%) of the
Shares deposited under the
Deposit Agreement;
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 retain
for its own account any
compensation received by
it in
connection with the
foregoing.
9. TITLE TO RECEIPTS.
It is a condition of this
Receipt and every
successive holder and
Owner of this Receipt by
accepting or holding the
same consents and agrees,
that title to this Receipt
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,
provided, however, that
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
the purpose of
determining the person
entitled to distribution of
dividends or other
distributions or to any
notice provided for in the
Deposit Agreement or
for all other purposes
and neither the
Depositary nor the
Company shall have any
obligation or be subject to
any liability under the
Deposit Agreement or to
any holder of this Receipt
unless such holder is the
Owner thereof.
10. 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 shall have been
executed by the
Depositary by the manual
or facsimile signature of
a duly authorized
signatory of the
Depositary and, i f a
Registrar for the Receipts
shall have been
appointed, countersigned
by the manual or
facsimile signature of a
duly authorized officer of
the Registrar.
11. REPORTS:
INSPECTION OF
TRANSFER BOOKS.
The Company is subject
to the periodic reporting
requirements of the
Securities Exchange Act
of 1934 and,
accordingly, files certain
reports with the
Securities and Exchange
Commission (hereinafter
called the Commission).
Such reports and
communications will be
available for inspection
and copying by holders
and Owners at the public
reference facilities
maintained by the
Commission located at
100 F Street, N.E.,
Washington, D.C. 20549.
The Depositary will
make available for
inspection by Owners of
Receipts at its Corporate
Trust Office any reports
and communications,
including any proxy
soliciting material,
received from the
Company which arc both
(a) received by the
Depositary as the holder
of the Deposited
Securities and (b) made
generally available to the
holders of such Deposited
Securities by the
Company. The
Depositary will also,
upon written request,
send to Owners of
Receipts copies of such
reports when furnished
by the Company
pursuant to the Deposit
Agreement.
The Depositary wi11 keep
books for the registration
of Receipts and transfers
of Receipts which at all
reasonable times shall be
open for inspection by
the Owners of Receipts
provided that such
inspection shall not be
for the purpose of
communicating with
Owners of Receipts in
the interest of a business
or object other than the
business of the Company
or a mat1er related to the
Deposit Agreement or the
Receipts.
12. DIVIDENDS AND
DISTRIBUTIONS.
Whenever the Depositary
receives any cash
dividend or other cash
distribution on any
Deposited Securities, the
Depositary will, if at
the time of receipt
thereof any amounts
received in a foreign
currency can in the
judgment of the
Depositary be converted
on a reasonable basis
into United States
dollars transferable to
the United States, and
subject to the Deposit
Agreement, convert such
dividend or distribution
into dollars and will
distribute the amount thus
received (net of the fees
of the Depositary as
provided in Section 5.9
of the Deposit
Agreement) to the
Owners of Receipts
entitled thereto, provided,
however, that in the
event that the Company
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, the amount
distributed to the Owners
of the Receipts
evidencing American
Depositary Shares
representing such
Deposited Securities shall
be reduced accordingly.
Subject to the provisions
of Section 4.11 and 5.9
of the Deposit
Agreement, whenever the
Depositary receives any
distribution other than a
distribution described in
Sections 4.1, 4.3 or 4.4 of
the Deposit Agreement,
the Depositary will cause
the securities or property
received by it to be
distributed to the Owners
of Receipts entitled
thereto, in any manner
that the Depositary may
deem equitable and
practicable for
accomplishing such
distribution; provided,
however, that if in the
opinion of the
Depositary such
distribution cannot be
made proportionately
among the Owners of
Receipts entitled thereto,
or if for any other
reason the Depositary
deems such distribution
not to be feasible, the
Depositary may adopt
such method as it may
deem equitable and
practicable for the purpose
of effecting such
distribution, including, but
not limited to, the public
or private sale of the
securities or property
thus received, or any part
thereof, and the net
proceeds of any such sale
(net of the fees of the
Depositary as provided in
Section 5.9 of the Deposit
Agreement) shall be
distributed by the
Depositary to the Owners
of Receipts entitled
thereto as in the case of a
distribution received in
cash.
If any distribution
consists of a dividend in,
or free distribution of,
Shares, the Depositary
may and shall if the
Company shall so
request, distribute to the
Owners of outstanding
Receipts entitled thereto,
additional Receipts
evidencing an aggregate
number of American
Depositary Shares
representing the amount
of Shares received as
such dividend or free
distribution subject to the
terms and conditions of
the Deposit Agreement
with respect to the deposit
of Shares and the issuance
of American Depositary
Shares evidenced by
Receipts, including the
withholding of an y tax
or other governmental
charge as provided in
Section 4.11 of the
Depsit Agreement and
the payment of the fees
of the Depositary as
provided in Section 5.9
of the Deposit
Agreement. In lieu of
delivering Receipts for
fractional American
Depositary Shares in any
such case, the Depositary
will sell the amount of
Shares represented by the
aggregate of such fractions
and distribute the net
proceeds, all in the
manner and subject to the
conditions set forth in
the Deposit Agreement.
If additional Receipts
are not so distributed,
each American
Depositary Share shall
thenceforth also
represent the additional
Shares distributed upon
the Deposited Securities
represented thereby.
b1 the event that the
Depositary determines
that any distribution in
property (including
Shares and rights to
subscribe therefore is
subject to any tax or
other governmental charge
which the Depositary is
obligated to withhold, the
Depositary may by public
or private sale dispose of
all or a portion of such
property (including Shares
and rights to subscribe
therefore) in such amounts
and in such manner as the
Depositary deems
necessary and practicable
to pay any such taxes or
charges, and the
Depositary shall distribute
the net proceeds of any
such sale after deduction
of such taxes or charges to
the Owners of Receipts
entitled thereto.
13. CONVERSION OF
FOREIGN CURRENCY.
Whenever the Depositary
shall receive foreign
currency, by way of
dividends or other
distributions or the net
proceeds from the sale of
securities, property or
rights, and if
at the time of the receipt
thereof the foreign
currency so received can
in the judgment of the
Depositary be converted
on a reasonable basis
into Dollars and the
resulting Dollars transferred
to the United States, the
Depositary shall convert
or cause to be converted,
by sale or in any other
manner that it may
determine, such foreign
currency into Dollars, and
such Dollars shall be
distributed to the Owners
entitled thereto or, if the
Depositary shall have
distributed any warrants
or other instruments
which entitle the holders
thereof to such Dollars,
then to the holders of
such warrants and/or
instruments upon
surrender thereof for
cancellation.Such
distribution may be
made upon an averaged
or other
practicable basis without
regard to any
distinctions among
owners on account of
exchange restrictions, the
date of delivery of any
Receipt or otherwise and
shall be net of any
expenses of conversion
into Dollars incurred by
the Depositary as provided
in Section
5.9 of the Deposit
Agreement.
If such conversion or
distribution can be
effected only with the
approval or license of any
government or agency
there f, the Depositary
shall file such
application for approval
or license, if any, as it
may deem desirable,
provided, however, that
the Company shall not be
required to make any
such filings.
If at any time the
Depositary shall determine
that in its reasonable
judgment any foreign
currency received by the
Depositary is not
convertible on a
reasonable basis into
Dollars transferable to the
United States, or if any
approval or license of any
government or agency
thereof which is required
for such conversion is
denied or in the
reasonable opinion of the
Depositary is not
obtainable, or if any
such approval or license
is not obtained within a
reasonable period as
determined by the
Depositary, the Depositary
may distribute the
foreign currency (or an
appropriate document
evidencing the right to
receive such foreign
currency) received by the
Depositary to, or in its
discretion may hold such
foreign currency
uninvested and
without liability for
interest thereon for the
respective accounts of, the
Owners entitled to receive
the same.
If any such conversion of
foreign currency, in whole
or in part, cannot be
effected for distribution
to some of the Owners
entitled thereto, the
Depositary may in its
discretion make such
conversion and
distribution in Dollars to
the extent permissible to
the Owners entitled
thereto and may
distribute the balance of
the foreign currency
received by the
Depositary to, or hold
such balance uninvested
and without liability for
interest thereon for the
respective accounts of, the
Owners entitled thereto.
14. RIGHTS.
In the event that the
Company shall offer or
cause to be offered to the
holders of any Deposited
Securities any rights to
subscribe for additional
Shares or any rights of
any other nature, the
Depositary shall have
discretion as to the
procedure to be followed
in making such rights
available to any Owners
or in disposing of such
rights on behalf of
any Owners and making
the net proceeds available
in Dollars to such Owners
or, if by the terms of
such rights offering or,
for any other reason, the
Depositary may not either
make such rights
available to any Owners
or dispose of such rights
and make the net
proceeds availabl.e to such
Owners, then the
Depositary shall allow
the rights to lapse;
provided, however, if at
the time of the offering
of any rights the
Depositary determines in
its discretion that it is
lawful and feasible to
make such rights
available to all Owners or
to certain Owners but
not to other Owners, the
Depositary may distribute,
to any Owner to whom it
determines the distribution
to be lawful and feasible,
in proportion to the
number of American
Depositary Shares held
by such Owner,
warrants or other
instruments
therefore in such form
as it deems appropriate.
If the Depositary
determines in its
discretion that it is not
lawful and feasible to
make such rights
available to certain
Owners, it may sell the
rights or warrants or
other instruments in
proportion to the number
of American Depositary
Shares held by the
Owners to whom it has
determined it may not
lawfully or feasibly make
such rights available, and
allocate the net proceeds
of such sales (net of the
fees of the Depositary
as provided in Section
5.9 of the Deposit
Agreement) for the
account of such Owners
otherwise entitled to such
rights, warrants or other
instruments, upon an
averaged or other
practical basis without
regard to any
distinctions among such
Owners because of
exchange restrictions or
the date of delivery of
any Receipt or otherwise.
The Depositary shall not
be responsible for any
failure to determine that
it may be lawful or
feasible to make such
rights available to Owners
in general or any Owner
in particular.
If an Owner of Receipts
requests the distribution
of warrants or other
instruments in order to
exercise the rights
allocable to the American
Depositary Shares of
such Owner under the
Deposit Agreement, the
Depositary will make
such rights available to
such Owner upon written
notice from the Company
to the Depositary that (a)
the Company has elected
in its sole discretion to
permit such rights to be
exercised and (b) such
Owner has executed such
documents as the
Company has
determined in its sole
discretion are reasonably
required under applicable
law. Upon instruction
pursuant to such warrants
or other instruments to
the Depositary from
such Owner to exercise
such rights, upon
payment by such Owner
to the Depositary for the
account of such Owner
of an amount equal to
the purchase price of the
Shares to be received
upon the exercise of the
rights, and upon payment
of the fees of the
Depositary as set forth
in such warrants or
other instruments, the
Depositary sha1l, on
behalf of such Owner,
exercise the rights and
purchase the Shares,
and the Company shall
cause the Shares so
purchased to be
delivered to the
Depositary on behalf of
such Owner. As agent
for such Owner, the
Depositary will cause the
Shares so purchased to
be deposited pursuant to
Section 2.2 of the Deposit
Agreement, and shall,
pursuant to Section 2.3
of the Deposit
Agreement, execute and
deliver to such Owner
Restricted Receipts.
If registration under the
Securities Act of 1933
of the securities to which
any rights relate is
required in order for the
Company to offer such
rights to Owners and sell
the securities upon the
exercise of such rights,
the Depositary will not
offer such rights to
the Owners unless and
until such a registration
statement is in effect, or
unless the offering and
sale of such securities to
the Owners of such
Receipts are exempt from
registration under the
provisions of such Act.
Nothing in this
Paragraph (14) or
elsewhere in this Receipt
shall create any obligation
on the part of the
Company to file a
registration statement.
15. RECORD DATES.
Whenever any cash
dividend or other cash
distribution shall become
payable or any
distribution other than
cash shall be made, or
whenever rights sha11 be
issued with respect to the
Deposited Securities, or
whenever for any reason
the Depositary causes a
change in the number of
Shares that are
represented by each
American Depositary
Share, or whenever the
Depositary shall receive
notice of any meeting of
holders of Shares or other
Deposited Securities, the
Depositary shall fix a
record date which shall,
insofar as is reasonably
practicable, be the
same, or as near as
practicable to, the
record date established
by the Company in
respect of the Shares, if
any, (a) for the
determination of the
Owners of Receipts who
shall be (i) entitled to
receive such dividend,
distribution or rights or
the net proceeds of the
sale thereof, (ii) entitled
to give instructions for
the exercise of voting
rights at any such
meeting, or (iii)
responsible for any fee
assessed by the
Depositary pursuant to
the Deposit Agreement,
or (b) on or after
which each American
Depositary Share will
represent the changed
number of Shares, subject
to the provisions of the
Deposit Agreement.
16. VOTING OF
DEPOSITED
SECURITIES.
Upon receipt of notice
of any meeting of
holders of Shares or
other Deposited Securities,
if requested in writing
by the Company, ._the
Depositary shall, as soon
as practicable thereafter,
mai1 to the Owners of
Receipts a notice, the
form of which notice
shall be in the sole
discretion of the
Depositary, which shall
contain (a) such
information as is contained
in such notice of meeting,
and (b) a statement that
the Owners of Receipts as
of the close of business
on a specified record
date will be entitled,
subject to any applicable
provision of law and of
the Constitution of the
Company, to instruct the
Depositary as to the
exercise of the voting
rights, if any, pertaining
to the amount of Shares
or other Deposited
Securities represented by
their respective American
Depositary Shares. Upon
the written request of an
Owner of a Receipt on
such record date, received
on or before the date
established by the
Depositary for such
purpose, the Depositary
shall endeavor in so far
as practicable to vote or
cause to be voted the
amount of Shares or
other Deposited Securities
represented by such
American Depositary
Shares evidenced by such
Receipt in accordance
with the instructions set
forth in such request. The
Depositary shall not vote
or attempt to exercise the
right to vote that attaches
to the Shares or other
Deposited Securities,
other than in accordance
with such instructions.
The Company
shall be under no
obligation to verify
instructions received
from Owners and voted
upon by the Depositary.
17. CHANGES
AFFECTING DEPOSITED
SECURITIES.
In circumstances where
the provisions of Section
4.3 of the Deposit
Agreement do not apply,
upon any change in
nominal value, change in
par value, splitup,
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 in
respect of Deposited
Securities shall be treated
as new Deposited
Securities under the
Deposit Agreement, and
American Depositary
Shares shall thenceforth
represent the new
Deposited Securities so
received in exchange or
conversion, unless
additional Receipts are
delivered pursuant to
the
fo1lowing sentence. In
any such case the
Depositary may, and shall
if the Company shall so
request, execute and
deliver additional
Receipts as in the case
of a dividend on the
Shares, or call for the
surrender of outstanding
Receipts to be exchanged
for. new Receipts
specifically describing such
new Deposited Securities.
18. LIABIITY OF THE
COMPANY AND
DEPOSITARY.
Neither the Depositary
nor the Company nor
any of their respective
directors, employees,
agents or affiliates shall
incur any liability to any
Owner or holder of any
Receipt, (j) if by reason
of any provision of any
present or future law of
the United States or any
other country, or of any
other governmental or
regulatory authority, or
by reason of any
provision, present or
future, of the Constitution
of the Company, or by
reason of any provision
of any securities issued
or distributed by the
Company or any
offering or distribution
thereof, or by reason
of any act of God or
terrorism or war or
other circumstances
beyond its control, the
Depositary or the
Company shall be
prevented, delayed or
forbidden from or be
subject to any civil or
criminal penalty on
account of doing or
performing any act or
thing which by the terms
of the Deposit Agreement
or the Deposited
Securities it is provided
shall be done or
performed, (ii) by reason
of any nonperformance or
delay, caused as
aforesaid, in the
performance of any act
or thing which by the
terms of the Deposit
Agreement it is provided
shall or may be done or
performed, (iii) by
reason of any exercise
of, or failure to
exercise, any discretion
provided for in the
Deposit Agreement, (iv)
for the inability of any
Owner or holder to
benefit from any
distribution, offering, right
or other benefit which is
made available to holders
of Deposited Securities
but is not, under the
terms of the Deposit
Agreement, made
available to Owners or
holders, or (v) for any
special, consequential or
punitive
damages for any breach
of the terms of the
Deposit Agreement.
Where, by the terms of a
distribution pursuant to
Sections 4.1, 4.2, or 4.3 of
the Deposit Agreement, or
an offering or distribution
pursuant to Section 4.4
of the Deposit
Agreement, such
distribution or
offering may not be
made available to
Owners of Receipts, and
the Depositary may not
dispose of such
distribution or offering on
behalf of such Owners
and make the net
proceeds available to such
Owners, then the
Depositary shall not make
such distribution or
offering, and shall allow
any rights, if applicable,
to lapse. Neither the
Company nor the
Depositary assumes any
obligation or shall be
subject to any liability
under the Deposit
Agreement to Owners or
holders of Receipts,
except that they agree to
perform their obligations
specifically set forth in
the Deposit Agreement
without negligence or bad
faith. The Depositary
shall not be subject to
any liability with respect
to the validity or worth
of the Deposited
Securities. Neither the
Depositary nor the
Company shall be under
any obligation to
appear in, prosecute or
defend any action, suit,
or other proceeding in
respect of any Deposited
Securities or in respect of
the Receipts on behalf of
any Owner or holder or
any person. Neither the
Depositary nor the
Company shall be liable
for any action or
nonaction by it in reliance
upon the advice of or
information from legal
counsel, accountants, any
person presenting Shares
for deposit, any Owner or
holder
of a Receipt, or any other
person believed by it in
good faith to be
competent to give such
advice or information.
The Depositary shall not
be responsible for any
failure to carry out an y
instructions to vote any of
the Deposited Securities,
or for the manner in
which any such vote is
cast or the effect of any
such vote, provided that
any such action or
nonaction is in good
faith. The Company
agrees to indemnify the
Depositary, i ts directors,
employees, agents and
affiliates and any
Custodian against, and
hold each of them
harmless from, any
liability or expense
(including, but not
limited to, the fees and
expenses of counsel
which may arise out of
acts performed or
omitted, in accordance
with the provisions of the
Deposit Agreement and
of the Receipts, as the
same may be amended,
modified, or supplemented
from time to time, (i) by
either the Depositary or a
Custodian or their
respective directors,
employees, agents and
affiliates, except for any
liability or expense
arising out of the
negligence or bad faith of
either of them, or (ii) by
the Company or any of
its directors, employees,
agents and affiliates.
No disclaimer of
liability under the
Securities Act of 1933 is
intended by any
provision of the Deposit
Agreement.
19. RESIGNATION AND
REMOVAL OF THE
DEPOSITARY;
APPOINTMENT OF
SUCCESSOR
CUSTODIAN.
The Depositary may at
any time resign as
Depositary under the
Deposit Agreement by
written notice of its
election so to do
delivered to the
Company. The Depositary
may at any time be
removed by the
Company by written
notice of such removal.
In case at any time the
Depositary shall resign or
be removed, it shall
continue to act as
Depositary for the
purpose of terminating
the Deposit Agreement
pursuant to Section 6.2
of the Deposit
Agreement. Whenever
the Depositary in its
discretion determines that
it is in the best interest of
the Owners of Receipts to
do so, it may appoint a
substitute or additional
custodian or custodians.
20.
AMEND
MENT.
The form of the Receipts
and any provisions of the
Deposit Agreement may at
any time and from time
to time be amended by
agreement between the
Company and the
Depositary in any respect
which they may deem
necessary or desirable.
Any amendment which
shall impose or increase
any fees or charges
(other than taxes and
other governmental
charges), or which shall
otherwise prejudice any
substantial existing right of
Owners of Receipts, shall,
however, not become
effective as to
outstanding Receipts until
the expiration of thirty
days after notice of such
amendment shall have
been given to the
Owners of outstanding
Receipts. Every Owner
of a Receipt at the
time any amendment so
becomes effective shall be
deemed, by continuing to
hold such Receipt, to
consent and agree to
such amendment and to
be bound by the Deposit
Agreement as amended
thereby. 1n no event
shall any amendment
impair the right of the
Owner of any Receipt to
surrender such Receipt
and receive therefore
the Deposited
Securities represented
thereby except in order
to comply with
mandatory provisions of
applicable law.
21.
TERMJ
NATION OF DEPOSIT
AGREEMENT.
Upon the resignation or
removal of the Depositary
pursuant to Section 5.4 of
the Deposit Agreement,
or at any time at the
direction of the Company,
the Depositary shall
terminate the Deposit
Agreement by mailing
notice of such termination
to the Ovv11ers of all
Receipts then outstanding
at least 30 days prior to
the date fixed in such
notice for
such termination. On and
after the date of
termination, the Owner of
a Receipt will, upon
(a) surrender of such
Receipt at the Corporate
Trust Office of the
Depositary, (b) payment
of the fee of the
Depositary for the
surrender of Receipts
referred to in Section 2.5
of the
Deposit Agreement, and
(c) payment of any
applicable taxes or
governmental charges,
will be en titled to
delivery, to him or upon
his order, of the amount
of Deposited Securities
represented by the
American Depositary
Shares evidenced by such
Receipt. If any Receipts
shall remain outstanding
after the date of
termination, the
Depositary thereafter shall
discontinue the
registration of transfers of
Receipts, shal1 suspend
the distribution of
dividends to the Owners
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,
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, in each case,
the fee of the Depositary
for Lhe surrender of a
Receipt, any expenses for
the account of the Owner
of such Receipt in
accordance with the
terms and conditions of
the Deposit Agreement,
and any applicable taxes
or governmental charges).
At any time after the
expiration of one year
from the date of
termination, the Depositary
may sell the Deposited
Securities then held under
the Deposit Agreement
and may thereafter hold
uninvested the
net proceeds of any such
sale, together with any
other cash then held by
it thereunder,
unsegregated and without
liability for interest, for
the pro rata benefit of the
Owners who have not
theretofore
surrendered
their Receipts,
such Owners thereupon
becoming general creditors
of the Depositary with
respect to such net
proceeds. After making
such sale, the
Depositary shall be
discharged from all obl
igations under the
Deposit Agreement, except
to account for such net
proceeds and other cash
(after deducting, in each
case, the fee of the
Depositary for the
surrender of a Receipt,
any expenses for the
account of the Owner of
such Receipt in
accordance with the terms
and conditions of the
Deposit Agreement, and
any applicable taxes or
governmental charges)
and except for its
obligations under Section
5.8 of the Deposit
Agreement. Upon the
termination of the Deposit
Agreement, the Company
shall be discharged from
all obligations under the
Deposit Agreement
except for its
obligations to the
Depositary with respect
to indemnification,
charges, and expenses.
22.
COMPLI
ANCE WITH U.S.
SECURITIES LAWS.
Notwithstanding any
terms of this Receipt or
the Deposit Agreement
to the contrary, the
Company and the
Depositary have each
agreed that it will not
exercise any rights it has
under the Deposit
Agreement or the Receipt
to prevent the withdrawal
or delivery of Deposited
Securities in a manner
which would violate the
United States securities
laws, including, but not
limited to Section I A(1)
of the General Instructions
to the Form F6
Registration Statement, as
amended from time to
time, under the Securities
Act of 1933.