Rule 424(b)(3) 333-86384
No. of ADSs:
Each ADS represents
Two Shares
CUSIP:
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
BHP BILLITON PLC
(Incorporated under the laws of England and Wales)
JPMORGAN CHASE BANK, a New York
corporation, as depositary hereunder (the
"Depositary"), hereby certifies that
is the registered owner (a "Holder") of
American Depositary Shares ("ADSs"), each
(subject to paragraph (13)) representing two
ordinary shares (including the rights to receive
Shares described in paragraph (1), "Shares" and,
together with any other securities, cash or
property from time to time held by the
Depositary in respect or in lieu of deposited
Shares, the "Deposited Securities"), of BHP
BILLITON PLC, a corporation organized under the
laws of England and Wales (the "Company"),
deposited under the Deposit Agreement dated as
of April 22, 2002 (as amended from time to time,
the "Deposit Agreement") among the Company, the
Depositary and all Holders from time to time of
American Depositary Receipts issued thereunder
("ADRs"), each of whom by accepting an ADR
becomes a party thereto. The Deposit Agreement
and this ADR (which includes the provisions set
forth on the reverse hereof) shall be governed
by and construed in accordance with the laws of
the State of New York.
(1) Issuance of ADRs. This ADR is one of
the ADRs issued under the Deposit Agreement.
Subject to paragraph (4), the Depositary may so
issue ADRs for delivery at the Transfer Office
(defined in paragraph (3)) only against deposit
with the Custodian of: (a) Shares in form
satisfactory to the Custodian; (b) rights to
receive Shares from the Company or any
registrar, transfer agent, clearing agent or
other entity recording Share ownership or
transactions; or, (c) other rights to receive
Shares (until such Shares are actually deposited
pursuant to (a) or (b) above, "Pre-released
ADRs") only if (i) Pre-released ADRs are fully
collateralized (marked to market daily) with
cash or U.S. government securities held by the
Depositary for the benefit of Holders (but such
collateral shall not constitute "Deposited
Securities"), (ii) each recipient of
Pre-released ADRs agrees in writing with the
Depositary that such recipient (a) owns such
Shares, (b) assigns all beneficial right, title
and interest therein to the Depositary, (c)
holds such Shares for the account of the
Depositary and (d) will deliver such Shares to
the Custodian as soon as practicable and
promptly upon demand therefor and (iii) all
Pre-released ADRs evidence not more than 30% of
all ADSs (excluding those evidenced by
Pre-released ADRs), 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 earnings on collateral
for Pre-released ADRs and its charges for
issuance thereof. At the request, risk and
expense of the person depositing Shares, the
Depositary may accept deposits for forwarding to
the Custodian and may deliver ADRs at a place
other than its office. Every person depositing
Shares under the Deposit Agreement represents
and warrants that such Shares are validly issued
and outstanding, fully paid, nonassessable and
free of pre-emptive rights, that the person
making such deposit is duly authorized so to do
and that such Shares (A) are not "restricted
securities" as such term is defined in Rule 144
under the Securities Act of 1933 unless at the
time of deposit they may be freely transferred
in accordance with Rule 144(k) and may otherwise
be offered and sold freely in the United States
or (B) have been registered under the Securities
Act of 1933. Such representations and
warranties shall survive the deposit of Shares
and issuance of ADRs. The Depositary will not
knowingly accept for deposit under the Deposit
Agreement any Shares required to be registered
under the Securities Act of 1933 and not so
registered; the Depositary may refuse to accept
for such deposit any Shares identified by the
Company in order to facilitate the Company's
compliance with such Act.
(2) Withdrawal of Deposited Securities.
Subject to paragraphs (4) and (5), upon
surrender of (i) a certificated ADR in form
satisfactory to the Depositary at the Transfer
Office or (ii) proper instructions and
documentation in the case of a Direct
Registration ADR, the Holder hereof is entitled
to delivery at the Custodian's office of the
Deposited Securities at the time represented by
the ADSs evidenced by this ADR. At the request,
risk and expense of the Holder hereof, the
Depositary may deliver such Deposited Securities
at such other place as may have been requested
by the Holder. Notwithstanding any other
provision of the Deposit Agreement or this ADR,
the withdrawal of Deposited Securities may be
restricted only for the reasons set forth in
General Instruction I.A.(1) of Form F-6 (as such
instructions may be amended from time to time)
under the Securities Act of 1933.
(3) Transfers of ADRs. The Depositary or
its agent will keep, at a designated transfer
office in the Borough of Manhattan, The City of
New York (the "Transfer Office"), (a) a register
(the "ADR Register") for the registration,
registration of transfer, combination and split-
up of ADRs, and, in the case of Direct
Registration ADRs, shall include the Direct
Registration System, which at all reasonable
times will be open for inspection by Holders and
the Company for the purpose of communicating
with Holders in the interest of the business of
the Company or a matter relating to the Deposit
Agreement and (b) facilities for the delivery
and receipt of ADRs. The term ADR Register
includes the Direct Registration System. Title
to this ADR (and to the Deposited Securities
represented by the ADSs evidenced hereby), when
properly endorsed (in the case of ADRs in
certificated form) or upon delivery to the
Depositary of proper instruments of transfer, is
transferable by delivery with the same effect as
in the case of negotiable instruments under the
laws of the State of New York; provided that the
Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name
this ADR is registered on the ADR Register as
the absolute owner hereof for all purposes.
Subject to paragraphs (4) and (5), this ADR is
transferable on the ADR Register and may be
split into other ADRs or combined with other
ADRs into one ADR, evidencing the same number of
ADSs evidenced by this ADR, by the Holder hereof
or by duly authorized attorney upon surrender of
this ADR at the Transfer Office properly
endorsed (in the case of ADRs in certificated
form) or upon delivery to the Depositary of
proper instruments of transfer and duly stamped
as may be required by applicable law; provided
that the Depositary may close the ADR Register
at any time or from time to time when deemed
expedient by it or requested by the Company. At
the request of a Holder, the Depositary shall,
for the purpose of substituting a certificated
ADR with a Direct Registration ADR, or vice
versa, execute and deliver a certificated ADR or
a Direct Registration ADR, as the case may be,
for any authorized number of ADSs requested,
evidencing the same aggregate number of ADSs as
those evidenced by the certificated ADR or
Direct Registration ADR, as the case may be,
substituted.
(4) Certain Limitations. Prior to the
issue, registration, registration of transfer,
split-up or combination of any ADR, the delivery
of any distribution in respect thereof, or,
subject to the last sentence of paragraph (2),
the withdrawal of any Deposited Securities, and
from time to time in the case of clause (b)(ii)
of this paragraph (4), the Company, the
Depositary or the Custodian may require: (a)
payment with respect thereto of (i) any stock
transfer or other tax or other governmental
charge, (ii) any stock transfer or registration
fees in effect for the registration of transfers
of Shares or other Deposited Securities upon any
applicable register and (iii) any applicable
charges as provided in paragraph (7) of this
ADR; (b) the production of proof satisfactory to
it of (i) the identity and genuineness of any
signature and (ii) such other information,
including without limitation, information as to
citizenship, residence, exchange control
approval, beneficial ownership of any
securities, compliance with applicable law,
regulations, provisions of or governing
Deposited Securities and terms of the Deposit
Agreement and this ADR, as it may deem necessary
or proper; and (c) compliance with such
regulations as the Depositary may establish
consistent with the Deposit Agreement. The
issuance of ADRs, the acceptance of deposits of
Shares, the registration, registration of
transfer, split-up or combination of ADRs or,
subject to the last sentence of paragraph (2),
the withdrawal of Deposited Securities may be
suspended, generally or in particular instances,
when the ADR Register or any register for
Deposited Securities is closed or when any such
action is deemed advisable by the Depositary or
the Company.
(5) Taxes. If any tax or other
governmental charge shall become payable by or
on behalf of the Custodian or the Depositary
with respect to this ADR, any Deposited
Securities represented by the ADSs evidenced
hereby or any distribution thereon, such tax or
other governmental charge shall be paid by the
Holder hereof to the Depositary. The Depositary
may refuse to effect any registration,
registration of transfer, split-up or
combination hereof or, subject to the last
sentence of paragraph (2), any withdrawal of
such Deposited Securities until such payment is
made. The Depositary may also deduct from any
distributions on or in respect of Deposited
Securities, or may sell by public or private
sale for the account of the Holder hereof any
part or all of such Deposited Securities (after
attempting by reasonable means to notify the
Holder hereof prior to such sale), and may apply
such deduction or the proceeds of any such sale
in payment of such tax or other governmental
charge, the Holder hereof remaining liable for
any deficiency, and shall reduce the number of
ADSs evidenced hereby to reflect any such sales
of Shares. In connection with any distribution
to Holders, the Company will remit to the
appropriate governmental authority or agency all
amounts (if any) required to be withheld and
owing to such authority or agency by the
Company; and the Depositary and the Custodian
will remit to the appropriate governmental
authority or agency all amounts (if any)
required to be withheld and owing to such
authority or agency by the Depositary or the
Custodian. If the Depositary determines that
any distribution in property other than cash
(including Shares or rights) on Deposited
Securities is subject to any tax that the
Depositary or the Custodian is obligated to
withhold, the Depositary may dispose of all or a
portion of such property in such amounts and in
such manner as the Depositary deems necessary
and practicable to pay such taxes, by public or
private sale, and the Depositary shall
distribute the net proceeds of any such sale or
the balance of any such property after deduction
of such taxes to the Holders entitled thereto.
(6) Disclosure of Interests. To the extent
that the provisions of or governing any
Deposited Securities may require disclosure of
or impose limits on beneficial or other
ownership of Deposited Securities, other Shares
and other securities and may provide for
blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and
all persons holding ADRs agree to comply with
all such disclosure requirements and ownership
limitations and to cooperate with the Depositary
in the Depositary's compliance with any Company
instructions in respect thereof, and the
Depositary will use reasonable efforts to comply
with such Company instructions.
Notwithstanding any provision of the
Deposit Agreement or of this ADR and without
limiting the foregoing, by being a Holder of an
ADR, each such Holder agrees to provide such
information as the Company may request in a
disclosure notice (a "Disclosure Notice") given
pursuant to the Great Britain Companies Act 1985
(as amended from time to time and including any
statutory modification or re-enactment thereof,
the "Companies Act") or the Articles of
Association of the Company. By accepting or
holding this ADR, each Holder acknowledges that
it understands that failure to comply with a
Disclosure Notice may result in the imposition
of sanctions against the holder of the Shares in
respect of which the non-complying person is or
was, or appears to be or has been, interested as
provided in the Companies Act and the Articles
of Association which currently include, the
withdrawal of the voting rights of such Shares
and the imposition of restrictions on the rights
to receive dividends on and to transfer such
Shares. In addition, by accepting or holding
this ADR each Holder agrees to comply with the
provisions of the Companies Act with regard to
the notification to the Company of interests in
Shares, which currently provide, inter alia,
that any Holder who is or becomes directly or
indirectly interested (within the meaning of the
Companies Act) in 3% or more of the outstanding
Shares, or is aware that another person for whom
it holds such ADRs is so interested, must within
two business days after becoming so interested
or so aware (and thereafter in certain
circumstances upon any change to the particulars
previously notified) notify the Company as
required by the Companies Act. After the
relevant threshold is exceeded, similar
notifications must be made in whole respect of
whole percentage figure increases or decreases,
rounded down to the nearest whole number.
(7) Charges of Depositary. The Depositary
may charge each person to whom ADSs are issued
against deposits of Shares, including deposits
in respect of Share Distributions, Rights and
Other Distributions (as such terms are defined
in paragraph (10)), and each person surrendering
ADSs for withdrawal of Deposited Securities,
U.S. $5.00 for each 100 ADSs (or portion
thereof) delivered or surrendered. The
Depositary may sell (by public or private sale)
sufficient securities and property received in
respect of Share Distributions, Rights and Other
Distributions prior to such deposit to pay such
charge. The following additional charges shall
be incurred by the Holders, by any party
depositing or withdrawing Shares or by any party
surrendering ADRs or to whom ADRs 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 ADRs or the Deposited Securities
or a distribution of ADRs pursuant to paragraph
(10)), whichever is applicable (i) a fee of $.02
or less per ADS (or portion thereof) for any
Cash distribution made pursuant to the Deposit
Agreement, (ii) to the extent not prohibited by
the rules of any stock exchange or interdealer
quotation system upon which the ADSs are traded,
a fee of $1.50 per ADR or ADRs for transfers
made pursuant to paragraph (3) hereof and (iii)
a fee for the distribution of securities
pursuant to paragraph (10) hereof, such fee
being in an amount equal to the fee for the
execution and delivery of ADSs referred to above
which would have been charged as a result of the
deposit of such securities (for purposes of this
paragraph (7) treating all such securities as if
they were Shares) but which securities or the
net cash proceeds from the sale thereof are
instead distributed by the Depositary to Holders
entitled thereto. The Company will pay all other
charges and expenses of the Depositary and any
agent of the Depositary (except the Custodian)
pursuant to agreements from time to time between
the Company and the Depositary, except (i) stock
transfer or other taxes and other governmental
charges (which are payable by Holders or persons
depositing Shares), (ii) cable, telex and
facsimile transmission and delivery charges
incurred at the request of persons depositing,
or Holders delivering Shares, ADRs or Deposited
Securities (which are payable by such persons or
Holders), (iii) transfer or registration fees
for the registration of transfer of Deposited
Securities on any applicable register in
connection with the deposit or withdrawal of
Deposited Securities (which are payable by
persons depositing Shares or Holders withdrawing
Deposited Securities; there are no such fees in
respect of the Shares as of the date of the
Deposit Agreement), (iv) expenses of the
Depositary in connection with the conversion of
foreign currency into U.S. dollars (which are
paid out of such foreign currency)and (v) such
fees and expenses as are incurred by the
Depositary (including without limitation
expenses incurred on behalf of Holders in
connection with compliance with foreign exchange
control regulations or any law or regulation
relating to foreign investment) in
delivery of Deposited Securities or otherwise in
connection with the Depositary's or its
Custodian's compliance with applicable law, rule
or regulation. These charges may be changed in
the manner indicated in paragraph (16).
(8) Available Information. The Deposit
Agreement, the provisions of or governing
Deposited Securities and any written
communications from the Company, which are both
received by the Custodian or its nominee as a
holder of Deposited Securities and made
generally available to the holders of Deposited
Securities, are available for inspection by
Holders at the offices of the Depositary and the
Custodian and at the Transfer Office. The
Depositary will distribute copies of such
communications (or English translations or
summaries thereof) to Holders when furnished by
the Company. The Company is subject to the
periodic reporting requirements of the
Securities Exchange Act of 1934 and accordingly
files certain reports with the United States
Securities and Exchange Commission (the
"Commission"). Such reports and other
information may be inspected and copied at
public reference facilities maintained by the
Commission located at the date hereof at
Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
(9) Execution. This ADR shall not be
valid for any purpose unless executed by the
Depositary by the manual or facsimile signature
of a duly authorized officer of the Depositary.
Dated:
JPMORGAN CHASE BANK, as Depositary
By:........
Authorized Officer
The Depositary's office is located at 1 Chase
Manhattan Plaza, New York, New York 10081.
(10) Distributions on Deposited
Securities. Subject to paragraphs (4) and (5),
to the extent practicable, the Depositary will
distribute by mail to each Holder entitled
thereto on the record date set by the Depositary
therefor at such Holder's address shown on the
ADR Register, in proportion to the number of
Deposited Securities (on which the following
distributions on Deposited Securities are
received by the Custodian) represented by ADSs
evidenced by such Holder's ADRs: (a) Cash. Any
U.S. dollars available to the Depositary
resulting from a cash dividend or other cash
distribution or the net proceeds of sales of any
other distribution or portion thereof authorized
in this paragraph (10) ("Cash"), on an averaged
or other practicable basis, subject to (i)
appropriate adjustments for taxes withheld, (ii)
such distribution being impermissible or
impracticable with respect to certain Holders,
and (iii) deduction of the Depositary's expenses
in (1) converting any foreign currency to U.S.
dollars by sale or in such other manner as the
Depositary may determine to the extent that it
determines that such conversion may be made on a
reasonable basis, (2) transferring foreign
currency or U.S. dollars to the United States by
such means as the Depositary may determine to
the extent that it determines that such transfer
may be made on a reasonable basis, (3) obtaining
any approval or license of any governmental
authority required for such conversion or
transfer, which is obtainable at a reasonable
cost and within a reasonable time and (4) making
any sale by public or private means in any
commercially reasonable manner. (b) Shares.
(i) Additional ADRs evidencing whole ADSs
representing any Shares available to the
Depositary resulting from a dividend or free
distribution on Deposited Securities consisting
of Shares (a "Share Distribution") and (ii) U.S.
dollars available to it resulting from the net
proceeds of sales of Shares received in a Share
Distribution, which Shares would give rise to
fractional ADSs if additional ADRs were issued
therefor, as in the case of Cash. (c) Rights.
(i) Warrants or other instruments in the
discretion of the Depositary representing rights
to acquire additional ADRs in respect of any
rights to subscribe for additional Shares or
rights of any nature available to the Depositary
as a result of a distribution on Deposited
Securities ("Rights"), to the extent that the
Company timely furnishes to the Depositary
evidence satisfactory to the Depositary that the
Depositary may lawfully distribute the same (the
Company has no obligation to so furnish such
evidence), or (ii) to the extent the Company
does not so furnish such evidence and sales of
Rights are practicable, any U.S. dollars
available to the Depositary from the net
proceeds of sales of Rights as in the case of
Cash, or (iii) to the extent the Company does
not so furnish such evidence and such sales
cannot practicably be accomplished by reason of
the nontransferability of the Rights, limited
markets therefor, their short duration or
otherwise, nothing (and any Rights may lapse).
(d) Other Distributions. (i) Securities or
property available to the Depositary resulting
from any distribution on Deposited Securities
other than Cash, Share Distributions and Rights
("Other Distributions"), by any means that the
Depositary may deem equitable and practicable,
or (ii) to the extent the Depositary deems
distribution of such securities or property not
to be equitable and practicable, any U.S.
dollars available to the Depositary from the net
proceeds of sales of Other Distributions as in
the case of Cash. Such U.S. dollars available
will be distributed by checks drawn on a bank in
the United States for whole dollars and cents
(any fractional cents being withheld without
liability for interest and added to future Cash
distributions).
(11) Record Dates. The Depositary may,
after consultation with the Company if
practicable, fix a record date (which shall be
as near as practicable to any corresponding
record date set by the Company) for the
determination of the Holders who shall be
entitled to receive any distribution on or in
respect of Deposited Securities, to give
instructions for the exercise of any voting
rights, to receive any notice or to act in
respect of other matters and only such Holders
shall be so entitled.
(12) Voting of Deposited Securities. As
soon as practicable after receipt from the
Company of notice of any meeting or solicitation
of consents or proxies of holders of Shares or
other Deposited Securities, the Depositary shall
distribute to Holders a notice stating (a) such
information as is contained in such notice and
any solicitation materials, (b) that each Holder
on the record date set by the Depositary
therefor will be entitled to instruct the
Depositary as to the exercise of the voting
rights, if any, pertaining to the Deposited
Securities represented by the ADSs evidenced by
such Holder's ADRs and (c) the manner in which
such instructions may be given, including
instructions to give a discretionary proxy to a
person designated by the Company. Upon receipt
of instructions of a Holder on such record date
in the manner and on or before the date
established by the Depositary for such purpose,
the Depositary shall endeavor insofar as
practicable and permitted under the provisions
of or governing Deposited Securities to vote or
cause to be voted the Deposited Securities
represented by the ADSs evidenced by such
Holder's ADRs in accordance with such
instructions. The Depositary will not itself
exercise any voting discretion in respect of any
Deposited Securities.
(13) Changes Affecting Deposited
Securities. Subject to paragraphs (4) and (5),
the Depositary may, in its discretion after
consultation with the Company if practicable,
amend this ADR or distribute additional or
amended ADRs (with or without calling this ADR
for exchange) or cash, securities or property on
the record date set by the Depositary therefor
to reflect any change in par value, split-up,
consolidation, cancellation or other
reclassification of Deposited Securities, any
Share Distribution or Other Distribution not
distributed to Holders or any cash, securities
or property available to the Depositary in
respect of Deposited Securities from (and the
Depositary is hereby authorized to surrender any
Deposited Securities to any person and to sell
by public or private sale any property received
in connection with) any recapitalization,
reorganization, merger, consolidation,
liquidation, receivership, bankruptcy or sale of
all or substantially all the assets of the
Company, and to the extent the Depositary does
not so amend this ADR or make a distribution to
Holders to reflect any of the foregoing, or the
net proceeds thereof, whatever cash, securities
or property results from any of the foregoing
shall constitute Deposited Securities and each
ADS evidenced by this ADR shall automatically
represent its pro rata interest in the Deposited
Securities as then constituted.
(14) Exoneration. The Depositary, the
Company, their agents and each of them shall:
(a) incur no liability (i) if law, regulation,
the provisions of or governing any Deposited
Securities, act of God, war or other
circumstance beyond its control shall prevent,
delay or subject to any civil or criminal
penalty any act which the Deposit Agreement or
this ADR provides shall be done or performed by
it, or (ii) by reason of any exercise or failure
to exercise any discretion given it in the
Deposit Agreement or this ADR; (b) assume no
liability except to perform its obligations to
the extent they are specifically set forth in
this ADR and the Deposit Agreement without gross
negligence or bad faith; (c) in the case of the
Depositary and its agents, be under no
obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of
any Deposited Securities or this ADR; (d) in the
case of the Company and its agents hereunder be
under no obligation to appear in, prosecute or
defend any action, suit or other proceeding in
respect of any Deposited Securities or this ADR,
which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to
it against all expense (including fees and
disbursements of counsel) and liability be
furnished as often as may be required; or (e)
not be liable for any action or inaction by it
in reliance upon the advice of or information
from legal counsel, accountants, any person
presenting Shares for deposit, any Holder, or
any other person believed by it to be competent
to give such advice or information. The
Depositary, its agents and the Company may rely
and shall be protected in acting upon any
written notice, request, direction or other
document believed by them to be genuine and to
have been signed or presented by the proper
party or parties. The Depositary and its agents
will not be responsible for any failure to carry
out any instructions to vote any of the
Deposited Securities, for the manner in which
any such vote is cast or for the effect of any
such vote. The Depositary and its agents may
own and deal in any class of securities of the
Company and its affiliates and in ADRs. The
Company has agreed to indemnify the Depositary
and its agents under certain circumstances and
the Depositary has agreed to indemnify the
Company against losses incurred by the Company
to the extent such losses are due to the
negligence or bad faith of the Depositary. In no
event shall the Depositary or any of its agents
be liable for any indirect, special, punitive or
consequential damages. No disclaimer of
liability under the Securities Act of 1933 is
intended by any provision hereof.
(15) Resignation and Removal of
Depositary; the Custodian. The Depositary may
resign as Depositary by written notice of its
election to do so delivered to the Company, or
be removed as Depositary by the Company by
written notice of such removal delivered to the
Depositary. The Depositary may appoint
substitute or additional Custodians and the term
"Custodian" refers to each Custodian or all
Custodians as the context requires.
(16) Amendment. Subject to the last
sentence of paragraph (2), the ADRs and the
Deposit Agreement may be amended by the Company
and the Depositary, provided that any amendment
that imposes or increases any fees or charges
(other than stock transfer or other taxes and
other governmental charges, transfer or
registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such
expenses), or that shall otherwise prejudice any
substantial existing right of Holders, shall
become effective 30 days after notice of such
amendment shall have been given to the Holders.
Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective
shall be deemed, by continuing to hold such ADR,
to consent and agree to such amendment and to be
bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair
the right of the Holder of any ADR to surrender
such ADR and receive the Deposited Securities
represented thereby, except in order to comply
with mandatory provisions of applicable law. Any
amendments or supplements which (i) are
reasonably necessary (as agreed by the Company
and the Depositary) in order for (a) the ADSs to
be registered on Form F-6 under the Securities
Act of 1933 or (b) the ADSs or Shares to be
traded solely in electronic book-entry form and
(ii) do not in either such case impose or
increase any fees or charges to be borne by
Holders, shall be deemed not to prejudice any
substantial rights of Holders. Notwithstanding
the foregoing, if any governmental body should
adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit
Agreement or the form of ADR to ensure
compliance therewith, the Company and the
Depositary may amend or supplement the Deposit
Agreement and the ADR at any time in accordance
with such changed rules. Such amendment or
supplement to the Deposit Agreement in such
circumstances may become effective before a
notice of such amendment or supplement is given
to Holders or within any other period of time as
required for compliance.
(17) Termination. Upon the resignation or
removal of the Depositary pursuant to the
Deposit Agreement or sixty days after such
resignation if the Company has not appointed a
depositary (other than the Depositary) to act
for it, the Depositary may, and shall at the
written direction of the Company, terminate the
Deposit Agreement and this ADR by mailing notice
of such termination to the Holders at least 30
days prior to the date fixed in such notice for
such termination. After the date so fixed for
termination, the Depositary and its agents will
perform no further acts under the Deposit
Agreement and this ADR, except to receive and
hold (or sell) distributions on Deposited
Securities and deliver Deposited Securities
being withdrawn. As soon as practicable after
the expiration of six months from the date so
fixed for termination, the Depositary shall sell
the Deposited Securities and shall thereafter
(as long as it may lawfully do so) hold in a
segregated account the net proceeds of such
sales, together with any other cash then held by
it under the Deposit Agreement, without
liability for interest, in trust for the pro
rata benefit of the Holders of ADRs not
theretofore surrendered. After making such
sale, the Depositary shall be discharged from
all obligations in respect of the Deposit
Agreement and this ADR, except to account for
such net proceeds and other cash. After the
date so fixed for termination, the Company shall
be discharged from all obligations under the
Deposit Agreement except for its obligations to
the Depositary and its agents.