Effective May 3, 2013 the Companys
Name Changed to Alon Blue Square
Israel Ltd.
EXHIBIT A
No. ___________
AMERICAN DEPOSITARY SHARES
Each American Depositary Share
represents one deposited Ordinary
Share
THE BANK OF NEW YORK
AMERICAN DEPOSITARY
RECEIPTFOR ORDINARY SHARES OF
THE PAR VALUE OF NIS 1.00 EACH
OF BLUE SQUARE-ISRAEL LTD.
INCORPORATED UNDER THE LAWS
OF ISRAEL
The Bank of New York as depositary
hereinafter called the Depositary, hereby
certifies that, or registered assigns
IS THE OWNER OF
AMERICAN DEPOSITARY SHARES
representing deposited Ordinary Shares
herein called Shares of Blue Square-Israel
Ltd., incorporated under the laws of Israel
herein called the Issuer. At the date hereof,
each American Depositary Share represents
one Share which are either deposited or
subject to deposit under the deposit
agreement at the Tel Aviv, Israel office of
Bank Hapoalim B.M. herein 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
1. 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 August 6, 1996, as
amended and restated as of January 14,
2008. herein called the Deposit Agreement,
by and among the Issuer, the Depositary,
and all Owners and holders from time to
time of Receipts issued thereunder, 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 terms 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
payment of all taxes and governmental
charges payable in connection with such
surrender and withdrawal of the Deposited
Securities, 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. Delivery of such
Deposited Securities may be made by the
delivery of a certificates in the name of the
Owner hereof or as ordered by him or by the
delivery of certificates properly endorsed or
accompanied by proper instruments of
transfer to such Owner or as ordered by him
and b any other securities, property and cash
to which such Owner is then entitled in
respect of this Receipt to such Owner or as
ordered by him. 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, SPLIT-UPS, AND
COMBINATIONS OF RECEIPTS.
The transfer of this Receipt is
registrable on the books of the Depositary at
its Corporate Trust 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 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, evidencing 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, split-up,
combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the
Depositary, the Custodian, or Registrar may
require payment from the depositor of
Shares or from the holder or the presentor 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 signature and proof of
citizenship, residence, exchange control
approval, legal or beneficial ownership,
compliance with all applicable laws and
regulations and may also require compliance
with all other applicable provisions of or
governing the Shares and terms of the
Deposit Agreement and any regulations the
Depositary may establish consistent with the
provisions of the Deposit Agreement or 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 Issuer 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 the provisions of Article 23 and the
following sentence. Notwithstanding
anything to the contrary in the Deposit
Agreement or this Receipt, the surrender of
outstanding Receipts and withdrawal of
Deposited Securities may not be suspended,
except for i temporary delays caused by
closing the transfer books of the Depositary
or the Issuer 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 required to
be registered under the provisions of the
Securities Act of 1933, 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 by the
Depositary or the Custodian 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 or the
Custodian as the case may be. 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
hereunder shall be deemed thereby to
represent and warrant that such Shares and
each certificate therefor are validly issued,
fully paid, nonassessable, and free of any
pre-emptive 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 the deposit of such Shares
and the sale of Receipts evidencing
American Depositary Shares representing
such Shares by that person are not restricted
under the Securities Act of 1933. Such
representations and warranties shall survive
the deposit of Shares and issuance of
Receipts. Any Shares delivered to the
Custodian for deposit bearing a restrictive
legend shall not be accepted for deposit
without first obtaining the Issuers written
consent.
6. FILING PROOFS,
CERTIFICATES, AND OTHER
INFORMATION.
Any person presenting Shares for
deposit or any Owner 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, or such information relating to the
registration on the books of the Issuer or the
Foreign Registrar, if applicable, to execute
such certificates and to make such
representations and warranties, as the
Depositary may deem necessary or proper to
comply with applicable laws, regulations or
the Memorandum or Articles of Association
of the Issuer, or to enable the Depositary to
perform its obligations under the Deposit
Agreement. 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. 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 Israel which is
then performing the function of the
regulation of currency exchange.
7. CHARGES OF DEPOSITARY.
The Issuer agrees to pay the fees,
reasonable expenses and out-of-pocket
charges of the Depositary and those of any
Registrar only in accordance with
agreements in writing entered into between
the Depositary and the Issuer from time to
time. The Depositary shall present its
statement for such charges and expenses to
the Issuer 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 Issuer or an
exchange of stock regarding the Receipts or
Deposited Securities or a distribution of
Receipts pursuant to Section 4.03 of the
Deposit Agreement, or by Owners, as
applicable: 1 taxes and other governmental
charges, 2 such registration fees as may from
time to time be in effect for the registration
of transfers of Shares generally on the Share
register of the Issuer 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
hereunder, 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 4.05 of the Deposit Agreement, 5
a fee of $5.00 or less per 100 American
Depositary Shares or portion thereof for the
execution and delivery of Receipts pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit
Agreement and the surrender of Receipts
pursuant to Section 2.05 or 6.02 of the
Deposit Agreement, 6 a fee 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 4.01
through 4.04 thereof, 7 a fee for the
distribution of securities pursuant to Section
4.02 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 in addition to any fee charged
under clause 6, a fee of $.02 or less per
American Depositary Share or portion
thereof per annum for depositary services,
which will be payable as provided in clause
9 below; provided, however, that no fee will
be assessed under this clause 8 if a fee was
charged pursuant to clause 6 above for 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 4.06 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 Article 8
hereof, may own and deal in any class of
securities of the Issuer and its affiliates and
in Receipts.
8. LOANS AND PRE-RELEASE OF
SHARES AND RECEIPTS.
Notwithstanding Section 2.03 of the
Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the
receipt of Shares pursuant to Section 2.02 of
the Deposit Agreement Pre-Release. The
Depositary may, pursuant to Section 2.05 of
the Deposit Agreement, deliver Shares upon
the receipt and cancellation of Receipts
which have been Pre-Released, whether or
not such cancellation is prior to the
termination of such Pre-Release or the
Depositary knows that such Receipt has
been Pre-Released. The Depositary may
receive Receipts in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-
Release 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 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
number of American Depositary Shares
which are outstanding at any time as a result
of Pre-Releases will not normally exceed
thirty percent 30% of the Shares deposited
hereunder; 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 except as otherwise provided
herein or in the Deposit Agreement, 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 a distribution of dividends
or other distributions or to any notice
provided for in the Deposit Agreement or
for all other purposes.
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, if 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 Issuer 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
450 Fifth Street, N.W., 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 Issuer
which are 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 Issuer. The
Depositary will also send to Owners of
Receipts copies of such reports as may be
furnished by the Issuer pursuant to the
Deposit Agreement as soon as practicable
after receipt thereof. Any such reports and
communications, including any such proxy
soliciting material, furnished to the
Depositary by the Issuer shall be furnished
by the Issuer in English.
The Depositary will keep books for
the registration of Receipts and transfers of
Receipts which at all reasonable times shall
be open for inspection by the Issuer and the
Owners of Receipts provided that such
inspection by the Owners 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 Issuer
or a matter related to the Deposit Agreement
or the Receipts.
The Depositary may close the
transfer books at any time or from time to
time when deemed expedient by it in
connection with the performance of its
duties under the Deposit Agreement.
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 any restrictions
imposed by Israeli laws, regulations or
applicable exchange control permits by the
Israeli Controller of Foreign Exchange and
the Deposit Agreement, convert such
dividend or distribution into dollars and will
distribute the amount thus received net of
the fees of the Depositary, or any expenses
of conversion incurred by it, as provided in
Section 5.09 of the Deposit Agreement, if
applicable to the Owners of Receipts
entitled thereto in proportion to the number
of American Depositary Shares representing
such Deposited Securities held by them
respectively; provided, however, that in the
event that the Issuer 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.
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.
Subject to the provisions of Section
4.11 and 5.09 of the Deposit Agreement,
whenever the Depositary receives any
distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04 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 5.09 of the Deposit Agreement and
the balance of such property 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 shall, unless otherwise
instructed by the Issuer, 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 any tax or other
governmental charge as provided in Section
4.11 of the Deposit Agreement and the
payment of the fees of the Depositary as
provided in Section 5.09 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.
In the event that the Depositary
determines that any distribution in respect of
the Deposited Securities in property
including Shares and rights to subscribe
therefor is subject to any tax or other
governmental charge which the Depositary is
obligated to withhold, the Depositary may
by public or private sale dispose of all or a
portion of such property including Shares
and rights to subscribe therefor in such
amounts and in such manner as the
Depositary deems necessary and practicable
to pay any such taxes or charges, and the
Depositary shall distribute the net proceeds
of any such sale after deduction of such
taxes or charges, and the balance of such
property, to the Owners of Receipts entitled
thereto in proportion to the number of
American Depositary Shares held by them
respectively.
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 5.09 of the Deposit Agreement.
If such conversion or distribution can
be effected only with the approval or license
of any government or agency thereof, the
Depositary shall file such application for
approval or license, if any, as may be
required or as it may deem desirable.
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 Issuer 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, after
consultation with the Issuer, and subject to
the Issuers Memorandum and Articles of
Association and applicable laws and
regulations, 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 available to such Owners, then the
Depositary shall allow the rights to lapse. 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
therefor in such form as it deems
appropriate.
In circumstances in which rights
would otherwise not be distributed, 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 hereunder,
the Depositary will make such rights
available to such Owner upon written notice
from the Issuer to the Depositary that a the
Issuer has elected in its sole discretion to
permit such rights to be exercised and b such
Owner has executed such documents as the
Issuer has determined in its sole discretion
are reasonably required under applicable law.
If the Depositary has distributed
warrants or other instruments for rights to all
or certain Owners, then upon instruction
from such an Owner 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 and any other
charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf
of such Owner, exercise the rights and
purchase the Shares, and the Issuer 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 2.02 of the Deposit Agreement, and
shall, pursuant to Section 2.03 of the
Deposit Agreement, execute and deliver
Receipts to such Owner. In the case of a
distribution pursuant to the second
paragraph of this Article, such Receipts shall
be legended in accordance with applicable
U.S. and Israeli laws, and shall be subject to
the appropriate restrictions on sale, deposit,
cancellation, and transfer under such laws.
If the Depositary determines in its
discretion that it is not lawful and feasible to
make such rights available to all or certain
Owners, it may sell the rights, 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 5.09 of
the Deposit Agreement and all taxes and
governmental charges payable in connection
with such rights and subject to the terms and
conditions 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 will not offer rights
to Owners unless both the rights and the
securities to which such rights relate are
either exempt from registration under the
Securities Act of 1933 with respect to a
distribution to Owners or are registered
under the provisions of such Act. If an
Owner of Receipts requests distribution of
warrants or other instruments,
notwithstanding that there has been no such
registration under such Act, the Depositary
shall not effect such distribution unless it has
received an opinion from recognized counsel
in the United States for the Issuer upon
which the Depositary may rely that such
distribution to such Owner is exempt from
such registration.
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. Nothing in this Receipt
or Section 4.04 or elsewhere in the Deposit
Agreement shall create, or be construed to
create, any obligation on the part of the
Issuer to file a registration statement with
the Commission or endeavor to have such a
registration statement declared effective so
as to allow rights to be made available to
Owners.
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 shall be issued
with respect to the Deposited Securities, or
whenever for any reason the Depositary
causes a change in the number of Shares or
other Deposited Securities 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 applicable
to the American Depositary Shares, which
date shall be the same as the record date
fixed by the Company applicable to the
Shares or other Deposited Securities or, if
such record date is different, fixed after
consultation with the Company if practicable
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 or ii entitled
to give instructions for the exercise of voting
rights at any such meeting, or b on or after
which each American Depositary Share will
represent the changed number of Shares or
other Deposited Securities, subject to the
provisions of the Deposit Agreement.
16. VOTING OF DEPOSITED
SECURITIES.
Upon receipt of notice of any
meeting of, or solicitation of consents or
proxies from, of holders of Shares or other
Deposited Securities, the Depositary shall, as
soon as practicable thereafter, mail to the
Owners of Receipts a notice in English, the
form of which notice shall be in the
discretion of the Depositary upon
consultation with the Issuer, which shall
contain a such information as is contained in
such notice of meeting or solicitation of
consents or proxies received by the
Depositary, 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 Israeli law and
of the Memorandum and Articles of
Association of the Issuer, 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 and c a statement as to
the manner in which such instructions may
be given, including, when applicable, an
express indication that instructions may be
given or, if applicable, deemed given in
accordance with Article 16 and Section 4.07
of the Deposit Agreement to the Depositary
to give a discretionary proxy to a person
designated by the Issuer. 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 and subject to the
applicable provisions of Israeli law, the
Deposit Agreement and the Issuers
Memorandum and Articles of Association,
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 Issuer agrees, without
increasing its obligations or potential liability
to the Owners and holders of Receipts or the
Depositary hereunder, to provide notice, to
the extent practicable, of any meeting of the
holders of Shares or other Deposited
Securities to the Depositary sufficiently in
advance of such meeting in order to enable
the Depositary to vote or cause to be voted
any such Shares or Deposited Securities in
accordance with the terms and conditions of
Section 4.07 of the Deposit Agreement. The
Depositary shall not vote or attempt to
exercise any voting discretion with respect
to the Shares or other Deposited Securities,
other than in accordance with such
instructions or deemed instructions. If after
complying with the procedures set forth in
this Article the Depositary either i does not
receive instructions from the Owner of a
Receipt or ii receives instructions that have
been left blank on or before the date
established by the Depositary for such
purposes, the Depositary shall give a
discretionary proxy to vote the Shares
evidenced by such Receipt to a person
designated by the Issuer; provided,
however, that in the case of i above, no such
instruction shall be deemed given and no
such discretionary proxy shall be given with
respect to any proposition as to which the
Issuer informs the Depositary and the Issuer
agrees to provide such information as
promptly as practicable in writing that x the
Issuer does not wish such proxy given or the
proxy would not be valid under applicable
Israeli law, y such proposition involves any
solicitation of opposing proxies, or z such
proposition authorizes the liquidation or
dissolution of the Issuer or any merger or
consolidation or other transaction involving
the acquisition of a majority of the Issuers
outstanding Shares which requires the
consent of the holders of the Issuers Shares,
including the Deposited Securities.
There can be no assurance that
Owners generally or any Owner in particular
will receive the notice described in the
preceding paragraph sufficiently prior to the
Instruction Date to ensure that the
Depositary will vote the Shares or Deposited
Securities in accordance with the provisions
set forth in the preceding paragraph.
17. CHANGES AFFECTING
DEPOSITED SECURITIES.
In circumstances where the
provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in
nominal value, change in par value, split-up,
consolidation, or any other reclassification of
Deposited Securities, or upon any
recapitalization, reorganization, merger or
consolidation, or sale of assets affecting the
Issuer 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 following sentence. In any such case the
Depositary may, and shall if the Issuer 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. LIABILITY OF THE ISSUER
AND DEPOSITARY.
Neither the Depositary nor the Issuer
or any of their respective directors,
employees, agents or affiliates shall incur
any liability to any Owner or holder of any
Receipt, if by reason of any provision of any
present or future law of the United States or
any other country, or of any governmental or
regulatory authority or stock exchange, or by
reason of any act of God or war or other
circumstances beyond its control, or in the
case of the Depositary only by reason of any
provision, present or future, of the
Memorandum or Articles of Association of
the Issuer, the Depositary or the Issuer or
any of their respective directors, employees,
agents or affiliates shall be prevented 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 it is
provided shall be done or performed; nor
shall the Depositary or the Issuer or any of
their respective directors, employees, agents
or affiliates incur any liability to any Owner
or holder of a Receipt by reason of any
non-performance 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, or by reason of any
exercise of, or failure to exercise, any
discretion provided for in the Deposit
Agreement. Where, by the terms of a
distribution pursuant to Sections 4.01, 4.02,
or 4.03 of the Deposit Agreement, or an
offering or distribution pursuant to Section
4.04 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, shall
give notice to the Issuer to this effect and
shall allow any rights, if applicable, to lapse.
Neither the Issuer 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 Issuer shall be under any
obligation to appear in, prosecute or defend
any action, suit, or other proceeding in
respect of any Deposited Securities or in
respect of the Receipts, which in its opinion
may involve it in expense or liability, unless
indemnity satisfactory to it against all
expense and liability shall be furnished as
often as may be required, and the Custodian
shall not be under any obligation whatsoever
with respect to such proceedings, the
responsibility of the Custodian being solely
to the Depositary. Neither the Depositary
nor the Issuer 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
any 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 performed without
negligence or bad faith. The Depositary
shall not be liable for any acts or omissions
made by a successor depositary whether in
connection with a previous act or omission
of the Depositary or in connection with a
matter arising wholly after the removal or
resignation of the Depositary, provided that
in connection with the issue out of which
such potential liability arises the Depositary
performed its obligations without negligence
or bad faith while it acted as Depositary.
The Issuer agrees to indemnify the
Depositary, its 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 reasonable 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 Issuer 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.
The Depositary may at any time
resign as Depositary hereunder by written
notice of its election so to do delivered to
the Issuer, such resignation to take effect
upon the appointment by the Issuer 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 Issuer by written notice
of such removal, effective upon the
appointment of a successor depositary and
its acceptance of such appointment as
provided in 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. AMENDMENT.
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 in writing between the Issuer
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, registration
fees, cable, telex or facsimile transmission
costs, delivery costs or other such expenses,
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. In no event shall any
amendment impair the right of the Owner of
any Receipt to surrender such Receipt and
receive therefor the Deposited Securities
represented thereby except in order to
comply with mandatory provisions of
applicable law.
21. TERMINATION OF DEPOSIT
AGREEMENT.
The Depositary shall at any time at
the direction of the Issuer terminate the
Deposit Agreement by mailing notice of
such termination to the Owners of all
Receipts then outstanding at least 30 days
prior to the date fixed in such notice for
such termination. The Depositary may
likewise terminate the Deposit Agreement
by mailing notice of such termination to the
Issuer and the Owners of all Receipts then
outstanding if at any time 30 days shall have
expired after the Depositary shall have
delivered to the Issuer a written notice of its
election to resign and a successor depositary
shall not have been appointed and accepted
its appointment as provided in the Deposit
Agreement. 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
2.05 of the Deposit Agreement, and c
payment of any applicable taxes or
governmental charges, will be entitled 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, shall 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 or property 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 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. 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 of Receipts which have not
theretofore been surrendered, 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
obligations 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 from its
obligations under Sections 5.08 and 5.10 of
the Deposit Agreement. Upon the
termination of the Deposit Agreement, the
Issuer 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. DISCLOSURE OF BENEFICIAL
OWNERSHIP.
The Issuer may from time to time
request that any Owner or beneficial owner
or former Owner or beneficial owner of a
Receipt provide information as to the
capacity in which it holds or held Receipts
or such beneficial interest and regarding the
identity of any other persons then or
previously having a beneficial interest in
such Receipts, and the nature of such
interest and various other matters. Each
such Owner or beneficial owner agrees to
provide such information reasonably
requested by the Issuer pursuant to this
Article. The Depositary agrees to comply
with reasonable written instructions received
from time to time from the Issuer requesting
that the Depositary forward any such
requests to the Owners and to forward to
the Issuer any such responses to such
requests received by the Depositary.
Owners and beneficial owners may
be subject to, and agree to comply with,
applicable provisions of Israeli law with
regard to the notification to the Issuer of the
holding or proposed holding of certain
interests in Shares and the obtaining of
certain consents, to the same extent as if
such Owner or beneficial owner were a
registered holder or beneficial owner of
Shares. The Depositary is not required to
take any action with respect to such
compliance on behalf of any Owner or
beneficial owner, including the provision of
the notifications described below.
Under Israeli law, persons who hold
a direct or indirect interest in 5% or more of
the outstanding share capital or the voting
power or are entitled to appoint one or more
directors or the general manager of the
Issuer including persons who hold such an
interest through the holding of Receipts, as
well as certain affiliates of such persons and
certain other persons, may be required to
give written notice of their interest and any
subsequent changes in their interest to the
Issuer.
23. COMPLIANCE WITH U.S.
SECURITIES LAWS.
Notwithstanding anything in the
Deposit Agreement or this Receipt to the
contrary, the Issuer and the Depositary each
agrees that it will not exercise any rights it
has under the Deposit Agreement to prevent
the withdrawal or delivery of Deposited
Securities in a manner which would violate
the U.S. securities laws, including, but not
limited to, Section I.A.1 of the General
Instructions to the Form F-6 Registration
Statement, as amended from time to time,
under the Securities Act of 1933.
24. UNCERTIFICATED AMERICAN
DEPOSITARY SHARES; DTC DIRECT
REGISTRATION SYSTEM.
Notwithstanding anything to the
contrary in the Deposit Agreement:
a American Depositary Shares
may be i certificated securities evidenced by
Receipts or ii uncertificated securities. The
form of Receipt annexed as Exhibit A to the
Deposit Agreement summarizes the terms
and conditions of, and will be the prospectus
required under the Securities Act of 1933
for, both certificated and uncertificated
American Depositary Shares. Except for
those provisions of the Deposit Agreement
that by their nature do not apply to
uncertificated American Depositary Shares,
all the provisions of the Deposit Agreement
shall apply, mutatis mutandis, to both
certificated and uncertificated American
Depositary Shares.
b i The term deliver, or
its noun form, when used with respect to
Receipts, shall mean book-entry transfer of
American Depositary Shares to an account at
The Depository Trust Company, or its
successor DTC, designated by the person
entitled to such delivery, evidencing
American Depositary Shares registered in
the name requested by that person or, if
requested by the person entitled to such
delivery, delivery at the Corporate Trust
Office of the Depositary to the person
entitled to such delivery of one or more
Receipts.
ii The term deliver, or its
noun form, when used with respect to
American Depositary Shares not evidenced
by a Receipt, shall mean registration on the
books of the Depositary in the name
requested by the person entitled to such
delivery and the mailing to that person of a
statement confirming that registration.
c i The term surrender, when
used with respect to Receipts, shall mean
one or more book-entry transfers of
American Depositary Shares to the DTC
account of the Depositary, or surrender to
the Depositary at its Corporate Trust Office
of one or more Receipts evidencing
American Depositary Shares.
ii The terms surrender, when
used with respect to American Depositary
Shares not evidenced by a Receipt shall
mean delivery to the Depositary at its
Corporate Trust Office of an instruction to
surrender the American Depositary Shares
not evidenced by a Receipt.
d American Depositary Shares
not evidenced by Receipts shall be
transferable as uncertificated registered
securities under the laws of New York.
e The Depositary shall have a
duty to register a transfer, in the case of
uncertificated American Depositary Shares,
upon receipt from the Owner of a proper
instruction including, for the avoidance of
doubt, instructions through DRS and Profile
as provided in subsection g below. The
Depositary, upon surrender of a Receipt for
the purpose of exchanging it for
uncertificated American Depositary Shares,
shall cancel that Receipt and send the
Owner a statement confirming that the
Owner is the owner of the same number of
uncertificated American Depositary Shares
that the surrendered Receipt evidenced. The
Depositary, upon receipt of a proper
instruction including, for the avoidance of
doubt, instructions through DRS and Profile
as provided in subsection g below from the
Owner of uncertificated American
Depositary Shares for the purpose of
exchanging them for certificated American
Depositary Shares, shall execute and deliver
to the Owner a Receipt evidencing the same
number of certificated American Depositary
Shares.
f Upon satisfaction of the
conditions for replacement of a Receipt that
is mutilated, lost, destroyed or stolen, the
Depositary shall deliver to the Owner the
American Depositary Shares evidenced by
that Receipt in uncertificated form unless
otherwise requested by the Owner.
g i The parties acknowledge
that the Direct Registration System DRS
and Profile Modification System Profile
shall apply to uncertificated American
Depositary Shares upon acceptance thereof
to DRS by DTC. DRS is the system
administered by DTC pursuant to which the
Depositary may register the ownership of
uncertificated American Depositary Shares,
which ownership shall be evidenced by
periodic statements issued by the Depositary
to the Owners entitled thereto. Profile is a
required feature of DRS which allows a
DTC participant, claiming to act on behalf of
an Owner of American Depositary Shares, to
direct the Depositary to register a transfer of
those American Depositary Shares to DTC
or its nominee and to deliver those American
Depositary Shares to the DTC account of
that DTC participant without receipt by the
Depositary of prior authorization from the
Owner to register such transfer.
ii In connection with and in
accordance with the arrangements and
procedures relating to DRS/Profile, the
parties understand that the Depositary will
not verify, determine or otherwise ascertain
that the DTC participant which is claiming
to be acting on behalf of an Owner in
requesting a registration of transfer and
delivery as described in subsection i of this
clause g has the actual authority to act on
behalf of the Owner notwithstanding any
requirements under the Uniform Commercial
Code. For the avoidance of doubt, the
provisions of Sections 5.03 and 5.08 of the
Deposit Agreement shall apply to the
matters arising from the use of the DRS.
The parties agree that the Depositarys
reliance on and compliance with instructions
received by the Depositary through the
DRS/Profile System and in accordance with
the Deposit Agreement shall not constitute
negligence or bad faith on the part of the
Depositary.
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