SUEZ
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[October][ __], 2006
Citibank, N.A.
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SUEZ - Deposit Agreement Amendment
Ladies and Gentlemen:
Reference is hereby made to the Deposit Agreement, dated as of
September 4, 2001 (the "Deposit Agreement"), by and among Suez, a societe
anonyme organized under the laws of the Republic of France ("Suez" or the
"Company"), Citibank, N.A., a national banking association organized and
existing under the laws of the United States of America, in its capacity as
depositary (the "Depositary"), and the Holders and Beneficial Owners of American
Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs")
issued thereunder, each ADS representing one (1) ordinary share, par value
(euro)2 per share, of Suez (the "Shares"). Capitalized terms used but not
otherwise defined in this letter agreement (the "Letter Agreement") shall have
the meaning given to such terms in the Deposit Agreement.
The purpose and intent of this Letter Agreement is to amend the
Deposit Agreement upon the terms set forth below. The Company and the Depositary
agree to file this Letter Agreement with the U.S. Securities and Exchange
Commission (the "Commission") as an exhibit under item 3(a) of Form F-6 under
the Securities Act of 1993, as amended (the "Securities Act"), to a
post-effective amendment to the Registration Statement on Form F-6 (Reg. No.
333-13866), filed with the Commission in respect of the ADSs.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Depositary hereby agree as
follows:
(1) Amendments to the Deposit Agreement and Form of ADR. The parties
to the Deposit Agreement have determined that it is necessary and desirable to
amend the Deposit Agreement and the form of ADR attached thereto as Exhibit A
(the "Form of ADR") as follows:
(a) under paragraph (22) of the Form of ADR, to authorize the
Depositary to (i) terminate the Deposit Agreement upon thirty (30) days
notice to Holders and (ii) sell the Deposited Securities or other property
held for Holders who have not previously surrendered their ADSs for
cancellation and withdrawn the Deposited Securities or other property
represented thereby, and hold the proceeds of such sale in an unsegregated
account for such Holders, upon termination of the Deposit Agreement; and
(b) under paragraph (16) of the Form of ADR, to clarify, in
conformity with Section 4.5 of the Deposit Agreement, that (i) upon
receipt of a notice from the Company of a meeting of holders of Deposited
Securities or a notice that the Company intends to solicit any consent or
proxies from holders of Deposited Securities, the Depositary shall consult
with the Company to determine, and the Company shall assist the Depositary
in its determination, whether the solicitation of votes, consents or
proxies from Holders of ADSs is lawful and reasonably practicable and (ii)
the procedures for voting Deposited Securities whenever, under French law,
shareholders or the Board of Directors modify the resolutions proposed in
the notice of meeting; and
(c) under Section 4.1 of the Deposit Agreement and under Paragraph
14(e) of the Form of ADR, to authorize the Company and the Depositary to
determine whether a distribution of property other than cash, Shares or
rights to purchase Shares to the Holders of ADSs is reasonably
practicable, and to authorize the Company to take into account, as part of
its determination, whether, in order to hold such property other than
cash, Shares or rights to purchase Shares, such Holders would be required
to establish a custodial, bank, or other securities intermediary account
in France.
Therefore, pursuant to the terms of Section 6.2 of the Deposit
Agreement and paragraph (21) of the Form of ADR, the Deposit Agreement and Form
of ADR are amended as follows:
(i) Paragraph (22) of the Form of ADR is hereby amended to
read in its entirety as follows:
"(22) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by providing notice of
such termination to the Holders of all ADRs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. If ninety
(90) days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the
Depositary, and in either case a successor depositary shall not have been
appointed and accepted its appointment as provided herein and in the Deposit
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Agreement, the Depositary may terminate the Deposit Agreement by providing
notice of such termination to the Holders of all ADRs then outstanding at least
thirty (30) days prior to the date fixed for such termination. The date so fixed
for termination of the Deposit Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to as the
"Termination Date". Until the Termination Date, the Depositary shall continue to
perform all of its obligations under the Deposit Agreement, and the Holders and
Beneficial Owners will be entitled to all of their rights under the Deposit
Agreement. If any ADRs shall remain outstanding after the Termination Date, the
Registrar and the Depositary shall not, after the Termination Date, have any
obligation to perform any further acts under the Deposit Agreement, except that
the Depositary shall, subject, in each case, to the terms and conditions of the
Deposit Agreement, continue to (i) collect dividends and other distributions
pertaining to Deposited Securities, (ii) sell securities and other property
received in respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any securities or other property, in
exchange for ADRs surrendered to the Depositary (after deducting, or charging,
as the case may be, in each case, the fees and charges of, and expenses incurred
by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set
forth in the Deposit Agreement and the form of ADR), and (iv) take such actions
as may be required under applicable law in connection with its role as
Depositary under the Deposit Agreement. At any time after the Termination Date,
the Depositary may sell the Deposited Securities then held under the Deposit
Agreement and shall hold un-invested the net proceeds of such sale, together
with any other cash then held by it under the Deposit Agreement, in an
un-segregated account and without liability for interest, for the pro rata
benefit of the Holders whose ADSs have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all obligations under
the Deposit Agreement except (i) to account for such net proceeds and other cash
(after deducting, or charging, as the case may be, in each case, the fees and
charges of, and expenses incurred by, the Depositary, and all applicable taxes
or governmental charges for the account of the Holders and Beneficial Owners, in
each case upon the terms set forth in the Deposit Agreement and the form of
ADR), and (ii) as may be required at law in connection with the termination of
the Deposit Agreement. After the Termination Date, the Company shall be
discharged from all obligations under the Deposit Agreement, except for its
obligations to the Depositary under Sections 5.5, 5.6 and 7.6 of the Deposit
Agreement. The obligations under the terms of the Deposit Agreement of Holders
and Beneficial Owners of ADSs outstanding as of the Termination Date shall
survive the Termination Date and shall be discharged only when the applicable
ADRs are presented by their Holders to the Depositary for cancellation under the
terms of the Deposit Agreement.
(ii) The first sentence of Paragraph (16) of the Form of ADR is
hereby amended to read in its entirety as follows:
"(16) Voting of Deposited Securities. Upon receipt from the Company
of notice of any meeting of holders of Deposited Securities if so requested in
writing by the Company in a timely manner and provided that the Depositary, upon
consultation with the Company, has determined that the solicitation of votes,
consents or proxies from Holders of ADSs is lawful and reasonably practicable,
the Depositary shall, as soon as practicable thereafter, establish the ADS
Record Date and distribute to the Holders as of the ADS Record Date (a) a
summary in English or an English version of the notice of such meeting received
from the Company, (b) a statement
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in a form provided or agreed to by the Company that the Holders as of the close
of business on the ADS Record Date will be entitled, subject to the terms of the
Depositary Agreement and any applicable provisions of French law, the Company's
Statuts and the Deposited Securities (which provisions, if any, shall be
summarized in pertinent part in such statement), to instruct the Depositary to
exercise the voting rights pertaining to the Deposited Securities (subject to
the restrictions detailed below) on or before the response date established by
the Depositary for such purposes and specified in the notice to Holders (the
"Response Date"), and (c) any other documents in English provided by the Company
for the purpose of enabling such Holders to exercise the voting rights of the
Deposited Securities. There can be no assurance that Holders generally or any
Holder in particular will receive the notice described above with sufficient
time to enable the Holder to return voting instructions to the Depositary in a
timely manner."
(iii) the sixth paragraph of Paragraph (16) of the Form of ADR is
hereby amended to read in its entirety as follows:
"Under French company law, shareholders and the Board of
Directors may modify the resolutions proposed in the notice of
meeting. In such case, Holders who have given prior instructions to
vote on such resolutions shall be deemed to have voted against the
revised resolutions; provided, however, that in the event such
revised resolutions are approved by the Board of Directors of the
Company, Holders of ADSs who have validly and timely provided voting
instructions to the Depositary shall be deemed to have instructed
the Depositary to vote in favor of such revised resolutions approved
by the Board of Directors."
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(iv) Section 4.1 of the Deposit Agreement is hereby amended to read
in its entirety as follows:
"Section 4.1 Distributions. Whenever a general meeting of
shareholders has authorized any distribution, whether elective or
mandatory, in respect of the Deposited Securities, whether in the
form of cash, Shares or other property, the Company shall give
timely notice thereof to the Depositary, which notice shall set
forth the particulars of the proposed distribution. The Company
shall consult with the Depositary to determine whether such
distribution to Holders of ADSs is lawful and reasonably
practicable. In making the determination of reasonable practicality,
the Company may consider whether, in order to receive such cash,
Shares or other property, such Holders would be required to provide
evidence of the establishment of a custodial, bank, or other
securities intermediary account in France. In making the
determination of legality, the Depositary shall be authorized to
rely upon the documentation provided to it by the Company under the
terms of Section 5.4. Upon determination by the Company and the
Depositary that a proposed distribution of other property is lawful
and reasonably practicable, the Company shall, subject to applicable
law, cause such cash, Shares or other property to be deposited with
the Custodian in accordance with the laws and practices of France,
and the Depositary shall, after making such determination with
respect to ADSs outstanding at such time, use reasonable efforts to
take the actions and establish the procedures contemplated in
paragraph (14) of the ADR Form."
(v) The first sentence of Paragraph 14(e) of the Form of ADR is
hereby amended to read in its entirety as follows:
"(e) Distributions other than Cash, Shares or Rights to
Purchase Shares. If the Depositary shall have received from the
Company timely notice of a distribution or the making available of
property other than cash, Shares or rights to purchase additional
Shares and the Company and the Depositary shall have determined, in
accordance with the terms of the Deposit Agreement, that the
distribution of such property to Holders of ADSs is lawful and
reasonably practicable, the Depositary shall establish, to the
extent applicable, and upon the terms of the Deposit Agreement, the
ADS Record Date and distribute the property so received to the
Holders of record, as of the ADS Record Date, in proportion to the
number of ADSs held by them respectively and in such manner as the
Depositary may deem practicable for accomplishing such distribution
(i) upon receipt of payment or net of the applicable fees and
charges of, and expenses incurred by, the Depositary, and (ii) net
of any taxes withheld."
(2) Company Assistance. The Company agrees to assist the Depositary
with the filing of an amendment to the Registration Statement on Form F-6 (Reg.
No. 333-13866) (the "F-6 Registration Statement"), including the amended
prospectus comprising the form of ADR attached hereto as Exhibit A, as soon as
practicable.
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(3) Effective Date. The amendments effected hereby shall become
effective as to Holders of outstanding ADRs upon the later to occur of (i) the
expiration of 30 days after notice of the amendments effected hereby has been
given to Holders of outstanding ADRs or (ii) the date upon which the Commission
declares the amendment to the F-6 Registration Statement effective.
(4) Interpretation. In the event that, in determining the rights and
obligations of the parties hereto or any Holder or Beneficial Owner of ADSs, any
conflict arises between (a) the terms of the Deposit Agreement and (b) the terms
of (i) this Letter Agreement or (ii) the applicable ADR, the terms and
conditions set forth in this Letter Agreement and of the applicable ADR shall be
controlling and shall govern the rights and obligations of the parties to the
Deposit Agreement.
(5) Indemnification. The Company hereby confirms, for the benefit of
the Depositary, that the indemnification obligations of the Company in favor of
the Depositary contained in Section 5.5 of the Deposit Agreement shall remain in
place.
(6) Governing Law. This Letter Agreement shall be governed by New
York law and is intended to amend the terms of the Deposit Agreement and the
ADRs currently outstanding.
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The Company and the Depositary have caused this Letter Agreement to
be executed and delivered on their behalf by their respective officers thereunto
duly authorized as of the date set forth above.
SUEZ
By: __________________________
Name:
Title:
Agreed and acknowledged:
CITIBANK, N.A., as ADR Depositary
By: _____________________________
Name:
Title:
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Exhibits
Exhibit A Form of ADR
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Exhibit A
Number _____________ CUSIP NUMBER: 864686 1 00
American Depositary Shares
(each American Depositary
Share representing one (1)
Ordinary Share of the Company,
nominal value (euro)2 per
share)
AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
SUEZ
(Incorporated under the laws of The Republic of France)
CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as depositary (the
"Depositary"), hereby certifies that _____________is the owner of ______________
American Depositary Shares (hereinafter "ADS"), representing deposited Ordinary
Shares, nominal value (euro)2 per share, including evidence of rights to receive
such Ordinary Shares (the "Shares"), of Suez, a societe anonyme organized under
the laws of The Republic of France (the "Company"). As of the date of the
Deposit Agreement (as hereinafter defined), each ADS represents One (1) Share
deposited under the Deposit Agreement with the Custodian, which at the date of
execution of the Deposit Agreement is Credit Agricole Indosuez (the
"Custodian"). The ADS(s)-to-Share(s) ratio is subject to amendment as provided
in the Deposit Agreement. The Depositary's Principal Office is located at ▇▇▇
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(1) The Deposit Agreement. This American Depositary Receipt is one
of an issue of American Depositary Receipts ("ADRs"), all issued and to be
issued upon the terms and conditions set forth in the Deposit Agreement, dated
as of September 4, 2001, as amended by the Letter Agreement, dated __________,
2006, between the Company and the Depositary (as so amended and as amended and
supplemented from time to time, the "Deposit Agreement"), by and among the
Company, the Depositary, and all Holders and Beneficial Owners from time to time
of ADSs evidenced by ADRs issued thereunder. The Deposit Agreement sets forth
the rights and obligations of Holders and Beneficial Owners of ADRs and the
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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 Principal Office of the Depositary and with
the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any
ADSs (or any interest therein) issued in accordance with the terms and
conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be
a party to and bound by the terms of the Deposit Agreement and applicable
ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to
delegate, to act on its behalf and to take any and all actions contemplated in
the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures
necessary to comply with applicable law and to take such action as the
Depositary in its sole discretion may deem necessary or appropriate to carry out
the purposes of the Deposit Agreement and the applicable ADR(s), the taking of
such actions to be the conclusive determinant of the necessity and
appropriateness thereof.
The statements made on the face and reverse of this ADR are incorporated
by reference and made part of the Deposit Agreement. All capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed
thereto in the Deposit Agreement. The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Securities. The Depositary
has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial
Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC
Participants to exercise and be entitled to any rights attributable to such
ADSs.
ADSs will represent Shares in bearer form unless the Holder of an ADR
(other than DTC) notifies the Depositary in writing that it requests that the
Shares evidenced by such Holder's ADRs be held in registered form. The Company
or its agent for registration and transfer of Shares in the case of Shares in
registered form, or the Custodian in the case of Shares in bearer form, will,
upon request by the Depositary, issue or cause to be issued written
confirmations as to holdings of Shares, it being agreed and understood that such
confirmations do not constitute documents of title.
(2) Withdrawal of Deposited Securities. The Holder of this ADR (and
of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian's
designated office) of the Deposited Securities at the time represented by the
ADSs evidenced hereby upon satisfaction of each of the following conditions: (i)
the Holder (or a duly authorized attorney of the Holder) has duly Delivered to
the Depositary at its Principal Office the ADSs evidenced hereby (and, if
applicable, this ADR) for the purpose of withdrawal of the Deposited Securities
represented thereby, (ii) if so required by the Depositary, this ADR has been
properly endorsed in blank or is accompanied by proper instruments of transfer
in blank (including signature guarantees in accordance with standard securities
industry practice), (iii) if so required by the Depositary, the Holder of the
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ADSs has executed and delivered to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be Delivered to
or upon the written order of the person(s) designated in such order, and (iv)
all applicable fees and charges of, and expenses incurred by, the Depositary (as
are set forth in paragraph (10) hereof) and all applicable taxes and
governmental charges have been paid, subject, however, in each case, to the
terms and conditions of this ADR, of the Deposit Agreement, of the Company's
Statuts, of any applicable laws and the rules of Euroclear France, and to any
provisions of or governing the Deposited Securities, in each case as in effect
at the time thereof.
Upon satisfaction of each of the conditions specified above, the
Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the
ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to
record the cancellation of the ADSs so Delivered on the books maintained for
such purpose, and (iii) shall direct the Custodian to Deliver (without
unreasonable delay) at the Custodian's designated office the Deposited
Securities represented by the ADSs so canceled together with any certificate or
other document of title for the Deposited Securities, or evidence of the
electronic transfer thereof (if available), as the case may be, to or upon the
written order of the person(s) designated in the order delivered to the
Depositary for such purpose, subject however, in each case, to the terms and
conditions of the Deposit Agreement, of this ADR, of the Statuts of the Company,
of any applicable laws and the rules of the Euroclear France, and to the terms
and conditions of or governing the Deposited Securities, in each case as in
effect at the time thereof.
The Depositary shall not accept for surrender ADSs representing less than
one Share. In the case of Delivery to it of ADSs representing a number other
than a whole number of Shares, the Depositary shall cause ownership of the
appropriate whole number of Shares to be Delivered in accordance with the terms
hereof, and shall, at the discretion of the Depositary, either (i) return to the
person surrendering such ADSs the number of ADSs representing any remaining
fractional Share, or (ii) sell or cause to be sold the fractional Share
represented by the ADSs so surrendered and remit the proceeds of such sale (net
of (a) applicable fees and charges of, and expenses incurred by, the Depositary
and (b) taxes withheld) to the person surrendering the ADSs.
Notwithstanding anything else contained in this ADR or the Deposit
Agreement, the Depositary may make delivery at the Principal Office of the
Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds
from the sale of any distributions of shares or rights, which are at the time
held by the Depositary in respect of the Deposited Securities represented by the
ADSs surrendered for cancellation and withdrawal. At the request, risk and
expense of any Holder so surrendering ADSs represented by this ADR, and for the
account of such Holder, the Depositary shall direct the Custodian to forward (to
the extent permitted by law) any cash or other property (other than securities)
held by the Custodian in respect of the Deposited Securities represented by such
ADSs to the Depositary for delivery at the Principal Office of the Depositary.
Such direction shall be given by letter or, at the request, risk and expense of
such Holder, by cable, telex or facsimile transmission.
(3) Transfer, Combination and Split-Up of ADRs. The Registrar shall
register the transfer of this ADR (and of the ADSs represented hereby) on the
books maintained for such purpose and the Depositary shall (x) cancel this ADR
and execute new ADRs evidencing the same aggregate number of ADSs as those
evidenced by this ADR when canceled, (y) cause the Registrar to countersign such
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new ADRs, and (z) Deliver such new ADRs to or upon the order of the person
entitled thereto, if each of the following conditions has been satisfied: (i)
this ADR has been duly Delivered by the Holder (or by a duly authorized attorney
of the Holder) to the Depositary at its Principal Office for the purpose of
effecting a transfer thereof, (ii) this ADR has been properly endorsed or is
accompanied by proper instruments of transfer (including signature guarantees in
accordance with standard securities industry practice), (iii) this ADR has been
duly stamped (if required by the laws of the State of New York or of the United
States), and (iv) all applicable fees and charges of, and expenses incurred by,
the Depositary (as are set forth in paragraph (10) hereof) and all applicable
taxes and governmental charges have been paid, subject, however, in each case,
to the terms and conditions of this ADR, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.
The Registrar shall register the split-up or combination of this ADR (and
of the ADSs represented hereby) on the books maintained for such purpose and the
Depositary shall (x) cancel this ADR and execute new ADRs for the number of ADSs
requested, but in the aggregate not exceeding the number of ADSs evidenced by
this ADR (when canceled), (y) cause the Registrar to countersign such new ADRs,
and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if
each of the following conditions has been satisfied: (i) this ADR has been duly
Delivered by the Holder (or by a duly authorized attorney of the Holder) to the
Depositary at its Principal Office for the purpose of effecting a split-up or
combination hereof, and (ii) all applicable fees and charges of, and expenses
incurred by, the Depositary and all applicable taxes and government charges (as
are set forth in paragraph (10) hereof) have been paid, subject, however, in
each case, to the terms and conditions of this ADR, of the Deposit Agreement and
of applicable law, in each case as in effect at the time thereof.
(4) Pre-Conditions to Registration, Transfer, Etc. As a condition
precedent to the execution and delivery, the registration of issuance, transfer,
split-up, combination or surrender, of any ADR, the delivery of any distribution
thereon, or the withdrawal of any Deposited Securities, the Depositary or the
Custodian may require (i) payment from the depositor of Shares or presenter of
ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or registration fee with respect
thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees and charges of the
Depositary as provided in the Deposit Agreement and in this ADR, (ii) the
production of proof satisfactory to it as to the identity and genuineness of any
signature or any other matters contemplated in the Deposit Agreement, and (iii)
compliance with (A) any laws or governmental regulations relating to the
execution and delivery of ADRs or ADSs or to the withdrawal of Deposited
Securities and (B) such reasonable regulations as the Depositary or the Company
may establish consistent with the provisions of this ADR and the Deposit
Agreement and applicable law.
The issuance of ADSs against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the deposit of particular
Shares may be refused, or the registration of transfer of ADRs in particular
instances may be refused, or the registration of transfer of ADRs generally may
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be suspended, during any period when the transfer books of the Company, the
Depositary, a Registrar or the Share Registrar are closed or if any such action
is deemed necessary or advisable by the Depositary or the Company, in good
faith, at any time or from time to time because of any requirement of law, any
government or governmental body or commission or any securities exchange upon
which the Shares or ADSs are listed, or under any provision of the Deposit
Agreement or this ADR, or under any provision of, or governing, the Deposited
Securities, or because of a meeting of shareholders of the Company or for any
other reason, subject in all cases to paragraph (23) hereof.
Notwithstanding any provision of the Deposit Agreement or this ADR to the
contrary, Holders are entitled to surrender outstanding ADSs to withdraw the
Deposited Securities at any time subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders' meeting or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance
with any U.S. or foreign laws or governmental regulations relating to the ADRs
or to the withdrawal of the Deposited Securities, and (iv) other circumstances
specifically contemplated by Instruction I.A.(l) of the General Instructions to
Form F-6 (as such General Instructions may be amended from time to time).
(5) Compliance With Information Requests. Notwithstanding any other
provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner
of the ADSs represented hereby agrees to comply with requests from the Company,
the Custodian and/or the Depositary pursuant to applicable French law, the rules
and requirements of any stock exchange on which Shares or ADSs are, or may be,
registered, traded or listed, or the Statuts of the Company, which are made to
provide information, inter alia, as to the capacity in which such Holder or
Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the
identity of any other person(s) interested in such ADSs and the nature of such
interest and various other matters, whether or not they are Holders and/or
Beneficial Owners at the time of such request.
(6) Ownership Restrictions; Disclosure of Interests. Notwithstanding
any provision of this ADR or the Deposit Agreement, the Company may restrict
transfers of the Shares where such transfer might result in ownership of Shares
exceeding limits imposed by applicable law or the Statuts of the Company. The
Company may also restrict, in such manner as it deems appropriate, transfers of
ADSs where such transfer may result in the total number of Shares represented by
the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits.
The Company may, in its sole discretion but subject to applicable law, instruct
the Depositary to take action with respect to the ownership interest of any
Holder or Beneficial Owner in excess of the limits set forth in the preceding
sentence, including but not limited to, the imposition of restrictions on the
transfer of ADSs, the removal or limitation of voting rights or a mandatory sale
or disposition on behalf of a Holder or Beneficial Owner of the Shares
represented by the ADSs held by such Holder or Beneficial Owner in excess of
such limitations, if and to the extent such disposition is permitted by
applicable law and the Statuts of the Company.
5
Notwithstanding any other provision of the Deposit Agreement, each Holder
and Beneficial Owner agrees, and the Depositary agrees, to comply with the
Company's Statuts, as they may be amended from time to time, and the laws of The
Republic of France with respect to the disclosure requirements regarding
ownership of Shares, all as if the ADS(s) were the Shares represented thereby.
In order to facilitate compliance with the notification requirements, an
Owner or Beneficial Owner may deliver any notification to the Depositary and the
Company with respect to Shares represented by American Depositary Shares, and
the Company shall, as soon as practicable, forward such notification if
applicable, to the Conseil des Marches Financiers or any other authorities in
The Republic of France.
In the event that a Holder or Beneficial Owner fails to comply with the
requirements set forth in the preceding paragraph, such Holder or Beneficial
Owner shall not be permitted, in accordance with, and subject to limitations
provided under French law, to exercise voting rights with respect to any Shares
or securities representing Shares exceeding the above-referenced thresholds as
to which any required disclosure (as set forth in the preceding paragraph) has
not been made until the end of a two-year (2) period following the date on which
such Holder or Beneficial Owner has complied with such disclosure requirement.
In addition, a French court may, under certain circumstances, eliminate all or
part of the voting rights of such Holder or Beneficial Owner for a period not to
exceed five (5) years, and such Holder or Beneficial Owner may be subject to
criminal penalties.
(7) Liability of Holder for Taxes and Other Charges. Any tax or
other governmental charge payable with respect to any ADR or any Deposited
Securities or ADSs shall be payable by the Holders and Beneficial Owners to the
Depositary. The Company, the Custodian and/or Depositary may (and, upon
instructions from the Company, the Custodian and/or Depositary shall) withhold
or deduct from any distributions made in respect of Deposited Securities and
sell for the account of a Holder and/or Beneficial Owner any or all of the
Deposited Securities and apply such distributions and sale proceeds in payment
of such taxes (including applicable interest and penalties) or charges, the
Holder and the Beneficial Owner hereof remaining liable for any deficiency. In
the event that the Company, the Depositary or the Custodian shall be required to
withhold and does withhold from any distribution of property (including rights)
an amount on account of taxes or other governmental charges, the amount
distributed to the applicable Holders of ADSs representing such Deposited
Securities shall be reduced accordingly. In the event that the Depositary
determines that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other governmental charges which
the Depositary is obligated to withhold, the Depositary may dispose of all or a
portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner, including by public or private sale, as the
Depositary deems necessary and practicable to pay any such taxes or charges.
The Custodian may refuse the deposit of Shares and the Depositary may
refuse to issue ADSs, to deliver ADRs, register the transfer, split-up or
combination of ADRs and (subject to paragraph (23) hereof) the withdrawal of
6
Deposited Securities until payment in full of the related tax, charge, penalty
or interest is received. The Depositary is under no obligation to provide the
Holders and Beneficial Owners with any information about the tax status of the
Company. The Depositary shall not incur any liability for any tax consequences
that may be incurred by Holders and Beneficial Owners on account of their
ownership of the ADSs, including without limitation, tax consequences resulting
from the Company (or any of its subsidiaries) being treated as a "Foreign
Personal Holding Company," or as a "Passive Foreign Investment Company" (in each
case as defined in the U.S. Internal Revenue Code and the regulations issued
thereunder) or otherwise.
The Depositary shall take commercially reasonable steps to provide
eligible U.S. resident Holders and Beneficial Owners with such forms as may be
prescribed by the French Treasury and to take such other commercially reasonable
steps as may be required to file such forms with the appropriate French tax
authorities in order to benefit from a reduced withholding tax rate, if
available, at the time dividends or other distributions are paid. The
Depositary, the Custodian or the Company and its agents may file such reports as
are necessary to reduce or eliminate applicable taxes on dividends and on other
distributions in respect of Deposited Securities under applicable tax treaties
or laws for the Holders and Beneficial Owners. As a condition to receiving such
benefits, Holders and Beneficial Owners of ADSs may be required from time to
time, and in a timely manner, to file such proof of taxpayer status, residence
and beneficial ownership (as applicable), to execute such certificates and to
make such representations and warranties, or to provide any other information or
documents, as the Company, the Depositary or the Custodian may deem necessary or
proper to fulfill the Company's, the Depositary's or the Custodian's obligations
under applicable law. Neither the Depositary nor the Custodian shall be liable
for the failure by any Holder or Beneficial Owner to obtain the benefits of
credits on the basis of non-U.S. tax paid against such Holder's or Beneficial
Owner's income tax liability.
The Depositary agrees to use commercially reasonable efforts to follow the
procedures established by the French Treasury to enable U.S. resident Beneficial
Owners eligible to recover any excess French withholding taxes initially
withheld or deducted with respect to dividends and other distributions of the
Company to such Beneficial Owners, and to receive any payment in respect of the
"avoir fiscal" or any "precompte" for which such Beneficial Owners may be
eligible from French Treasury. Every Holder and Beneficial Owner agrees to
indemnify the Depositary, the Company, the Custodian, and any of their agents,
officers, employees and Affiliates for, and hold each of them harmless from, any
claims with respect to taxes (including applicable interest and penalties
thereon) arising from any tax benefit (including, without limitation, any tax
refund or reduced rate of withholding) obtained for such Holder and/or
Beneficial Owner.
(8) Representations and Warranties of Depositors. Each person
depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares and the certificates therefor are
duly authorized, validly issued, fully paid, non-assessable and legally obtained
by such person, (ii) all preemptive (and similar) rights, if any, with respect
to such Shares have been validly waived or exercised, (iii) the person making
such deposit is duly authorized so to do, (iv) the Shares presented for deposit
7
are free and clear of any lien, encumbrance, security interest, charge, mortgage
or adverse claim, (v) the Shares presented for deposit are not, and the ADSs
issuable upon deposit will not be, Restricted Securities (except as contemplated
in Section 2.10 of the Deposit Agreement), and (vi) the Shares presented for
deposit have not been stripped of any rights or entitlements. Such
representations and warranties shall survive the deposit and withdrawal of
Shares, the issuance and cancellation of ADSs in respect thereof and the
transfer of such ADSs. If any such representations or warranties are false in
any way, the Company and the Depositary shall be authorized, at the cost and
expense of the person depositing Shares, to take any and all actions necessary
to correct the consequences thereof.
(9) Filing Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, and any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary and the Custodian such proof of citizenship or
residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership
of ADSs and Deposited Securities, compliance with applicable laws and the terms
of the Deposit Agreement and the provisions of, or governing, the Deposited
Securities, to execute such certifications and to make such representations and
warranties, and to provide such other information and documentation (or, in the
case of Shares in registered form presented for deposit, such information
relating to the registration of Shares on the books of the Shares Registrar) as
the Depositary or the Custodian may deem necessary or proper or as the Company
may reasonably require by written request to the Depositary consistent with its
obligations under the Deposit Agreement and this ADR. The Depositary and the
Registrar, as applicable, may withhold the execution or delivery or registration
of transfer of any ADR or the distribution or sale of any dividend or other
distribution of rights or of the proceeds thereof or, to the extent not limited
by paragraph (23) hereof, the delivery of any Deposited Securities until such
proof or other information is filed or such certifications are executed, or such
representations are made or such information and documentation are provided, in
each case to the Depositary's, the Registrar's and the Company's satisfaction.
(10) Charges of Depositary. The Depositary shall charge the
following fees for the services performed under the terms of the Deposit
Agreement:
(i) to any person to whom ADSs are issued upon the deposit of
Shares, a fee not in excess of U.S. $ 5.00 per 100 ADSs (or portion
thereof) so issued under the terms of the Deposit Agreement
(excluding issuances pursuant to paragraphs (iii) and (v) below);
(ii) to any person surrendering ADSs for cancellation and withdrawal
of Deposited Securities, a fee not in excess of U.S. $ 5.00 per 100
ADSs (or portion thereof) so surrendered;
8
(iii) No Fee shall be payable upon distribution of (a) cash
dividends or (b) ADSs pursuant to stock dividends (or other free
distributions of stock) so long as the charging of such fee is
prohibited by the exchange upon which the ADSs are listed. If
charging of such fees is not prohibited, the fees payable are to be
agreed upon by the Company and the Depositary, notice of which will
be given to the Holders upon the terms of paragraph (21) hereof;
(iv) to any Holder of ADRs, a fee not in excess of U.S. $ 2.00 per
100 ADSs (or portion thereof) held for the distribution of cash
proceeds (i.e., upon the sale of rights and other entitlements); and
(v) to any Holder of ADRs, a fee not in the excess of U.S. $ 5.00
per 100 ADSs (or portion thereof) issued upon the exercise of rights
to purchase additional ADSs.
In addition, Holders, Beneficial Owners, persons depositing Shares for
deposit and persons surrendering ADSs for cancellation and withdrawal of
Deposited Securities will be required to pay the following charges:
(i) taxes (including applicable interest and penalties) and other
governmental charges;
(ii) such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities on the
share register and applicable to transfers of Shares or other
Deposited Securities to or from the name of the Custodian, the
Depositary or any nominees upon the making of deposits and
withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and delivery
expenses as are expressly provided in the Deposit Agreement to be at
the expense of the person depositing or withdrawing Shares or
Holders and Beneficial Owners of ADSs;
(iv) the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
(v) such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations and
other regulatory requirements applicable to Shares, Deposited
Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary in connection
with the delivery of Deposited Securities.
Any other charges and expenses of the Depositary under the Deposit
Agreement will be paid by the Company upon agreement between the Depositary and
the Company. All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the case of fees
and charges payable by Holders or Beneficial Owners, only in the manner
contemplated by paragraph (21) of this ADR. The Depositary will provide, without
charge, a copy of its latest fee schedule to anyone upon request. The charges
and expenses of the Custodian are for the sole account of the Depositary.
9
(11) Title to ADRs. It is a condition of this ADR, and every
successive Holder of this ADR by accepting or holding the same consents and
agrees, that title to this ADR (and to each ADS evidenced hereby) shall be
transferable upon the same terms as a certificated security under the laws of
the State of New York, provided that the ADR has been properly endorsed or is
accompanied by proper instruments of transfer. Notwithstanding any notice to the
contrary, the Depositary and the Company may deem and treat the Holder of this
ADR (that is, the person in whose name this ADR is registered on the books of
the Depositary) as the absolute owner thereof for all purposes. Neither the
Depositary nor the Company shall have any obligation nor be subject to any
liability under the Deposit Agreement or this ADR to any holder of this ADR or
any Beneficial Owner unless such holder is the Holder of this ADR registered on
the books of the Depositary or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner's representative is the Holder
registered on the books of the Depositary.
(12) Validity of ADR. The Holder(s) of this ADR (and the ADSs
represented hereby) shall not be entitled to any benefits under the Deposit
Agreement or be valid or enforceable for any purpose against the Depositary or
the Company unless this ADR has been (i) dated, (ii) signed by the manual or
facsimile signature of a duly-authorized signatory of the Depositary, (iii)
countersigned by the manual or facsimile signature of a duly-authorized
signatory of the Registrar, and (iv) registered in the books maintained by the
Registrar for the registration of issuances and transfers of ADRs. ADRs bearing
the facsimile signature of a duly-authorized signatory of the Depositary or the
Registrar, who at the time of signature was a duly authorized signatory of the
Depositary or the Registrar, as the case may be, shall bind the Depositary,
notwithstanding the fact that such signatory has ceased to be so authorized
prior to the delivery of such ADR by the Depositary.
(13) Available Information; Reports; Inspection of Transfer Books.
The Company is subject to the periodic reporting requirements of the Exchange
Act and accordingly files certain information with the Commission. These reports
and documents can be inspected and copied at the public reference facilities
maintained by the Commission located at Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇. The Depositary shall make available for inspection by
Holders at its Principal Office any reports and communications, including any
proxy soliciting materials, received from the Company which are both (a)
received by the Depositary, the Custodian, or the nominee of either of them as
the holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company.
The Depositary shall also provide to holders copies of such reports and
communications provided to it by the Company under the terms of the Deposit
Agreement for distribution to Holders.
10
The Registrar shall keep books for the registration of issuances and
transfers of ADRs which during regular business hours shall be open for
inspection by the Company and by the Holders of such ADRs, provided that such
inspection shall not be, to the Registrar's knowledge, for the purpose of
communicating with Holders of such ADRs in the interest of a business or object
other than the business of the Company or other than a matter related to the
Deposit Agreement or the ADRs.
The Registrar may close the transfer books with respect to the ADRs, at
any time or from time to time, when deemed necessary or advisable by it in good
faith in connection with the performance of its duties hereunder, or at the
reasonable written request of the Company subject, in all cases, to paragraph
(23) hereof.
Dated:
CITIBANK, N.A., CITIBANK, N.A.,
Transfer Agent and Registrar as Depositary
By: By:
------------------------------- -----------------------------------
Authorized Signatory Authorized Signatory
The address of the Principal Office of the Depositary is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.
11
(14) Corporate Actions. (a) Cash Distributions. Upon receipt of
confirmation from the Custodian of the receipt of any cash dividend or other
cash distribution in respect any Deposited Securities, or upon receipt of
proceeds from the sale of any Deposited Securities or of any entitlements held
in respect of Deposited Securities under the terms of the Deposit Agreement, the
Depositary will (i) if at the time of receipt thereof any amounts received in a
Foreign Currency can, in the judgment of the Depositary (upon the terms of the
Deposit Agreement), be converted on a practicable basis into Dollars
transferable to the United States, promptly convert or cause to be converted
such cash dividend, distribution or proceeds into Dollars (upon the terms of the
Deposit Agreement), (ii) if applicable, establish the ADS Record Date upon the
terms described in the Deposit Agreement, and (iii) distribute promptly the
amount thus received (net of (a) applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes withheld) to the Holders entitled
thereto as of the ADS Record Date in proportion to the number of ADSs held as of
the ADS Record Date. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent,
and any balance not so distributed shall be held by the Depositary (without
liability for interest thereon) and shall be added to and become part of the
next sum received by the Depositary for distribution to Holders of ADSs then
outstanding at the time of the next distribution. If the Company, the Custodian
or the Depositary is required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes, duties or other governmental charges, the amount
distributed to Holders shall be reduced accordingly. Such withheld amounts shall
be forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority.
(b) Share Distributions. Upon receipt of confirmation from the Custodian
of a deposit of Shares by the Company in respect of a dividend in or free
distribution of Shares, the Depositary shall, subject to and in accordance with
the terms of the Deposit Agreement, establish the ADS Record Date and, after
making the determination contemplated in Section 4.1 of the Deposit Agreement
either (i) the Depositary shall distribute to the Holders as of the ADS Record
Date in proportion to the number of ADSs held as of the ADS Record Date,
additional ADSs, which represent in aggregate the number of Shares received as
such dividend, or free distribution, subject to the terms of the Deposit
Agreement (including, without limitation, (a) the applicable fees and charges
of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if
additional ADSs are not so distributed, each ADS issued and outstanding after
the ADS Record Date shall, to the extent permissible by law, thenceforth also
represent rights and interest in the additional integral number of Shares
distributed upon the Deposited Securities represented thereby (net of (a) the
applicable fees and charges of, and expenses incurred by, the Depositary, and
(b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the
number of Shares or ADSs, as the case may be, represented by the aggregate of
such fractions and distribute the net proceeds upon the terms set forth in the
Deposit Agreement.
12
In the event that the Depositary has not received satisfactory assurances
from Company's U.S. counsel that any such distribution does not require
registration under the Securities Act or is exempt from registration under the
Securities Act, the Depositary may withhold any distribution under this
paragraph 14, and the Depositary may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems
necessary and practicable and the Depositary shall distribute the net proceeds
of any such sale (after deduction of (a) taxes and (b) fees and charges of, and
the expenses incurred by, the Depositary) to Holders entitled thereto upon the
terms of the Deposit Agreement. The Depositary shall hold and/or distribute any
unsold balance of such property in accordance with the provisions of the Deposit
Agreement.
(c) Elective Distributions. If the Depositary shall have received from the
Company timely notification of a proposed elective distribution with respect to
the Deposited Securities and the Depositary shall have determined, upon the
terms and conditions of the Deposit Agreement, that making such elective
distribution available to Holders of ADSs is lawful and reasonably practicable,
the Depositary shall, subject to the terms and conditions of the Deposit
Agreement, establish (i) the ADS Record Date (upon the terms established in the
Deposit Agreement) and (ii) procedures to enable the Holders to elect to receive
the proposed distribution in cash or in additional ADSs. If a Holder elects to
receive the distribution in cash, the distribution shall be made as in the case
of a distribution in cash under the terms of the Deposit Agreement. If the
Holder hereof elects to receive the distribution in additional ADSs, the
distribution shall be made as in the case of a distribution in Shares upon the
terms of Deposit Agreement. If such elective distribution is not lawful or
reasonably practicable or if the Depositary did not receive satisfactory
documentation set forth in the Deposit Agreement, the Depositary shall, to the
extent permitted by law, distribute to Holders, on the basis of the same
determination as is made in The Republic of France in respect of the Shares for
which no election is made, either (x) cash or (y) additional ADSs representing
such additional Shares, in each case, upon the terms described in the Deposit
Agreement. Nothing herein or in the Deposit Agreement shall obligate the
Depositary to make available to the Holder hereof a method to receive the
elective distribution in Shares (rather than ADSs). There can be no assurance
that the Holder hereof will be given the opportunity to receive elective
distributions on the same terms and conditions as the holders of Shares. The
Depositary shall not be responsible for any failure to determine that it may be
lawful or practicable to make such distribution available to Holders of ADSs in
general or any Holders of ADSs in particular.
(d) Rights to Purchase Shares. If the Depositary shall have received from
the Company timely notification of a proposed distribution to holders of
Deposited Securities of rights to acquire additional Deposited Securities and
the Depositary shall have determined, upon the terms and conditions of the
Deposit Agreement, that the distribution of such rights to Holders of ADSs is
lawful and reasonably practicable, the Depositary shall establish (i) the ADS
Record Date (upon the terms described in the Deposit Agreement) and (ii)
procedures (x) to distribute to Holders, as of the ADS Record Date, rights to
purchase additional ADSs (by means of warrants or otherwise), (y) to enable the
Holders to exercise the rights (upon payment of the subscription price and of
the applicable (a) fees and charges of, and expenses incurred by, the Depositary
and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such rights.
Nothing herein or in the Deposit Agreement shall obligate the Depositary to make
available to the Holders a method to exercise rights to subscribe for Shares
(rather than ADSs). If (i) the Company does not timely request the Depositary to
13
make the rights available to Holders or if the Company requests that the rights
not be made available to Holders, (ii) the Depositary fails to receive the
documentation contemplated by the Deposit Agreement or determines it is not
lawful or reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to
lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, in a riskless principal capacity, at such place
and upon such terms (including public and private sale) as it may deem
practicable. The Depositary shall, upon such sale, convert and distribute
proceeds of such sale (net of applicable (a) fees and charges of, and expenses
incurred by, the Depositary and (b) taxes) upon the terms hereof and of the
Deposit Agreement. If the Depositary is unable to make any rights available to
Holders or to arrange for the sale of the rights upon the terms described above,
the Depositary shall allow such rights to lapse. The Depositary shall not be
responsible for (i) any failure to determine that it may be lawful or
practicable to make such rights available to Holders in general or any Holders
in particular, (ii) any foreign exchange exposure or loss incurred in connection
with such sale or exercise, or (iii) the content of any materials forwarded to
the ADR Holders on behalf of the Company in connection with the rights
distribution.
Notwithstanding anything herein or in the Deposit Agreement to the
contrary, if registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate may be required in
order for the Company to offer such rights or such securities to Holders and to
sell the securities represented by such rights, the Depositary will not
distribute such rights to the Holders (i) unless and until a registration
statement under the Securities Act (or other applicable law) covering such
offering is in effect or (ii) unless the Company furnishes the Depositary
opinion(s) of counsel for the Company in the United States and counsel to the
Company in any other applicable country in which rights would be distributed, to
the effect that the offering and sale of such securities to Holders and
Beneficial Owners are exempt from, or do not require registration under, the
provisions of the Securities Act or any other applicable laws. If the rights are
not issued in France in a negotiable form, a liquid market for rights may not
exist, and this may adversely affect (1) the ability of the Depositary to
dispose of such rights or (2) the amount the Depositary would realize upon
disposal of rights.
There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights. Nothing
herein or in the Deposit Agreement shall obligate the Company to file any
registration statement in respect of any rights or Shares or other securities to
be acquired upon the exercise of such rights.
(e) Distributions other than Cash, Shares or Rights to Purchase Shares. If
the Depositary shall have received from the Company timely notice of a
distribution or the making available of property other than cash, Shares or
rights to purchase additional Shares and the Company and the Depositary shall
have determined, in accordance with the terms of the Deposit Agreement, that the
14
distribution of such property to Holders of ADSs is lawful and reasonably
practicable, the Depositary shall establish, to the extent applicable, and upon
the terms of the Deposit Agreement, the ADS Record Date and distribute the
property so received to the Holders of record, as of the ADS Record Date, in
proportion to the number of ADSs held by them respectively and in such manner as
the Depositary may deem practicable for accomplishing such distribution (i) upon
receipt of payment or net of the applicable fees and charges of, and expenses
incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary
may dispose of all or a portion of the property so distributed and deposited, in
such amounts and in such manner (including public or private sale) as the
Depositary may deem practicable or necessary to satisfy any taxes (including
applicable interest and penalties) or other governmental charges applicable to
the distribution.
If (a) the Company shall not have timely requested the distribution of
such property to Holders of ADSs or shall have requested that such property not
be distributed to Holders of ADSs, (b) the Depositary fails to receive the
documentation contemplated by the Deposit Agreement or determines that it is not
lawful or reasonably practicable to distribute such property to Holders of ADSs,
the Depositary shall, after consultation with the Company, sell or cause such
property to be sold in a public or private sale, at such place or places and
upon such terms as it may deem practicable and shall (i) cause the proceeds of
such sale, if any, to be converted into Dollars and (ii) distribute the proceeds
of such conversion received by the Depositary (net of applicable (a) fees and
charges of, and expenses incurred by, the Depositary and (b) taxes) to the
Holders as of the ADS Record Date upon the terms hereof and of the Deposit
Agreement. If the Depositary is unable to sell such property, the Depositary,
after consultation with the Company, may dispose of such property for the
account of the Holders in any way it deems reasonably practicable under the
circumstances.
(15) Redemption. If the Depositary shall have received from the
Company timely notice of a proposed redemption of Deposited Securities and the
Depositary shall have determined, in accordance with the terms of the Deposit
Agreement, that the redemption of the corresponding ADSs is lawful and
reasonably practicable, the Depositary shall (to the extent practicable) provide
to each Holder a notice setting forth the Company's intention to exercise the
redemption rights and any other particulars set forth in the Company's notice to
the Depositary. Upon receipt of confirmation that the redemption has taken place
and that funds representing the redemption price have been received, the
Depositary shall convert, transfer, distribute the proceeds (net of applicable
(a) fees and charges of, and expenses incurred by, the Depositary, and (b)
taxes), retire ADSs and cancel ADRs upon delivery of such ADSs by Holders
thereof upon the terms of the Deposit Agreement. If less than all outstanding
Deposited Securities are redeemed, the ADSs to be retired will be selected by
lot or on a pro rata basis, as may be determined by the Depositary. The
redemption price per ADS shall be the dollar equivalent of the per share amount
received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio)
upon the redemption of the Deposited Securities represented by ADSs (subject to
the terms of the Deposit Agreement and the applicable fees and charges of, and
expenses incurred by, the Depositary, and taxes).
15
(16) Voting of Deposited Securities. Upon receipt from the Company
of notice of any meeting of holders of Deposited Securities at least thirty (30)
days prior to the date of the meeting, if so requested in writing by the Company
in a timely manner and provided that the Depositary, upon consultation with the
Company, has determined that the solicitation of votes, consents or proxies from
Holders of ADSs is lawful and reasonably practicable, the Depositary shall, as
soon as practicable thereafter, establish the ADS Record Date and distribute to
the Holders as of the ADS Record Date (a) a summary in English or an English
version of the notice of such meeting received from the Company, (b) a statement
in a form provided or agreed to by the Company that the Holders as of the close
of business on the ADS Record Date will be entitled, subject to the terms of the
Depositary Agreement and any applicable provisions of French law, the Company's
Statuts and the Deposited Securities (which provisions, if any, shall be
summarized in pertinent part in such statement), to instruct the Depositary to
exercise the voting rights pertaining to the Deposited Securities (subject to
the restrictions detailed below) on or before the response date established by
the Depositary for such purposes and specified in the notice to Holders (the
"Response Date"), and (c) any other documents in English provided by the Company
for the purpose of enabling such Holders to exercise the voting rights of the
Deposited Securities. There can be no assurance that Holders generally or any
Holder in particular will receive the notice described above with sufficient
time to enable the Holder to return voting instructions to the Depositary in a
timely manner.
In accordance with French law and the Company's Statuts, a precondition
for exercising any voting right is that, in the case of a holder of Shares in
registered form, such holder be registered in the share register of the Company
at least one (1) calendar day prior to the date of the shareholders' meeting
and, in the case of a holder of Shares in bearer form, such holder shall request
its accredited financial intermediary in France to issue, at least on (1)
calendar day prior to the date of the meeting, a certificat d'immobilisation de
titres au porteur evidencing the immobilization of its Shares until the time
fixed for the meeting. In accordance with French law and the Company's Statuts,
the Board of Directors of the Company may either reduce or cancel such
registration or immobilization period. In such event, the Company shall notify
the Depositary of such change and of the new applicable period, if any, and all
references in the Deposit Agreement and this ADR to the previously applicable
registration or immobilization periods shall be deemed to refer to the new
periods, insofar as practicable. The Depositary may require that the transfer of
ADSs be restricted for a period in excess of the French registration or
immobilization periods in order to enable the Depositary to comply with French
law and the Company's Statuts. According to French law, the Custodian may act as
"intermediaire inscrit" after registering as such with the Company. As
"intermediaire inscrit", the Custodian may hold collective or individual
accounts in the name of shareholders and may vote at shareholders' meetings on
behalf of shareholders according to the instructions received from their
clients. In order for those votes to be valid, the Custodian has (a) to be
inscribed as "intermediaire inscrit" on the books of the Company, and (b) if so
requested by the Company, to have provided a list of the names of a beneficial
owners ("proprietaires") of the Shares for whom the votes are to be cast. If the
information requested in (b) above is not provided, or not provided correctly,
the right to vote pertaining to and payment of the dividend on those Shares will
be automatically suspended until full and correct information is provided. The
Depositary shall instruct the Custodian to exercise the right to vote that
attaches to the Deposited Securities only in accordance with the instructions of
the Holders. According to French law, voting rights may not be exercised in
respect of fractional shares.
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As a precondition for exercising any voting rights, any persons holding
ADS(s) who are not the Holders of the ADR(s) registered in name on the books of
the Depositary evidencing such ADS(s) (e.g., persons holding their ADS(s)
through DTC) must (a) arrange for the immobilization of their ADSs in DTC
("Blocking") for the period fixed by the Depositary after consultation with the
Company (the "Blocking Period"), and (b) provide identity information required
by French law to the Depositary (i.e., full name, address, social security
number etc.), in each case, in the manner designated by the Depositary. Holders
of ADR(s) registered in name on the books of the Depositary (other than DTC)
will, as a precondition for exercising voting rights, be required to irrevocably
instruct the Depositary not to transfer the ADR(s) (and not to cancel such
ADR(s) upon receipt of cancellation and withdrawal instructions) evidencing the
ADSs in respect of which voting instructions have been given ("Stop Transfer
Instructions"). The Depositary shall, upon receipt of such Stop Transfer
Instructions, refuse to transfer the ADR(s) (and cancel ADR(s) upon receipt of
cancellation and withdrawal instructions) indicated in such Stop Transfer
Instructions, during the Blocking Period. Only Holders of ADR(s) who have
requested that the Shares evidenced by such ADR(s) be converted to registered
Shares and who have held such ADR(s) for at least two (2) consecutive years will
be entitled to double voting rights. Holders of ADSs representing Shares in
bearer form will not be entitled to double voting rights.
Upon timely receipt by the Depositary of a (i) properly completed voting
instructions in the manner specified by the Depositary including, if so
requested, all requisite identity information, and (ii) either confirmation of
Blocking or valid Stop Transfer Instructions, in each case, on or before the
Response Date, the Depositary shall endeavor, insofar as practicable and
permitted under any applicable provisions of French law, the Company's Statuts
and the Deposited Securities, to cause the Custodian to vote the Deposited
Securities in accordance with the voting instructions of ADS holders. The
Depositary shall not vote or attempt to exercise the right to vote that attaches
to the Deposited Securities other than in accordance with such instructions. The
Depositary shall not honor any voting instructions except with respect to, and
only to the extent of, the number of ADS either (a) timely received timely for
Blocking or (b) for which it has received Stop Transfer Instructions.
Under French company law, shareholders and the Board of Directors may
modify the resolutions proposed in the notice of meeting. In such case, Holders
who have given prior instructions to vote on such resolutions shall be deemed to
have voted against the revised resolutions; provided, however, that in the event
such revised resolutions are approved by the Board of Directors of the Company,
Holders of ADSs who have validly and timely provided voting instructions to the
Depositary shall be deemed to have instructed the Depositary to vote in favor of
such revised resolutions approved by the Board of Directors.
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The Depositary will not charge any fees in connection with the foregoing
transactions to enable any Holder to exercise its voting rights under this
paragraph (16).
Subject to paragraph (16), the Depositary and the Company and their
respective directors, employees, agents and controlling persons (as defined in
the Securities Act of 1933) assume no obligation nor shall they be subject to
any liability under the Deposit Agreement or this ADR to any Holder or any other
person with respect to any action by any Holder in respect of the voting of any
Deposited Securities.
Holders of American Depositary Shares who wish to attend any meeting of
the Company's shareholders in person will need to make separate arrangements
therefor with the Depositary and the Company.
Notwithstanding anything in the Deposit Agreement to the contrary, the
Depositary and the Company may modify or amend the above voting procedures or
adopt additional voting procedures from time to time as they determine may be
necessary or appropriate to comply with French or United States law or the
Statuts of the Company. Notwithstanding anything else contained in the Deposit
Agreement or any ADR, the Depositary shall not have any obligation to take any
action with respect to any meeting, or solicitation of consents or proxies, of
holders of Deposited Securities if the taking of such action would violate U.S.
laws.
(17) Changes Affecting Deposited Securities. Upon any change in
nominal or par value, split-up, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the
Depositary or the Custodian in exchange for, or in conversion of or replacement
of or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Securities under the Deposit
Agreement, and the ADRs shall, subject to the provisions of the Deposit
Agreement and applicable law, evidence ADSs representing the right to receive
such additional securities. The Depositary may, with the Company's approval, and
shall, if the Company shall so request, subject to the terms of the Deposit
Agreement and receipt of satisfactory documentation contemplated by the Deposit
Agreement, execute and deliver additional ADRs as in the case of a stock
dividend on the Shares, or call for the surrender of outstanding ADRs to be
exchanged for new ADRs, in either case, as well as in the event of newly
deposited Shares, with necessary modifications to the form of ADR specifically
describing such new Deposited Securities or corporate change. Notwithstanding
the foregoing, in the event that any security so received may not be lawfully
distributed to some or all Holders, the Depositary may, with the Company's
approval, and shall if the Company requests, subject to receipt of satisfactory
legal documentation contemplated in the Deposit Agreement, sell such securities
at public or private sale, at such place or places and upon such terms as it may
deem proper and may allocate the net proceeds of such sales (net of (a) fees and
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charges of, and expenses incurred by, the Depositary and (b) taxes) for the
account of the Holders otherwise entitled to such securities and distribute the
net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to the Deposit Agreement. The Depositary
shall not be responsible for (i) any failure to determine that it may be lawful
or practicable to make such securities available to Holders in general or any
Holder in particular, (ii) any foreign exchange exposure or loss incurred in
connection with such sale, or (iii) any liability to the purchaser of such
securities.
(18) Exoneration. Neither the Depositary nor the Company shall be
obligated to do or perform any act which is inconsistent with the provisions of
the Deposit Agreement or incur any liability (i) if the Depositary or the
Company shall be prevented or forbidden from, or subjected to any civil or
criminal penalty or restraint on account of, or delayed in, doing or performing
any act or thing required by the terms of the Deposit Agreement and this ADR, by
reason of any provision of any present or future law or regulation of the United
States, The Republic of France or any other country, or of any other
governmental authority or regulatory authority or stock exchange, or on account
of possible criminal or civil penalties or restraint, or by reason of any
provision, present or future, of the Statuts of the Company or any provision of
or governing any Deposited Securities, or by reason of any act of God or war or
other circumstances beyond its control (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement or in the Statuts of the Company or provisions of or
governing Deposited Securities, (iii) for any action or inaction in reliance
upon the advice of or information from legal counsel, accountants, any person
presenting Shares for deposit, any Holder, any Beneficial Owner or authorized
representative thereof, or any other person believed by it in good faith to be
competent to give such advice or information, (iv) for the inability by a Holder
or Beneficial Owner to benefit from any distribution, offering, right or other
benefit which is made available to holders of Deposited Securities but is not,
under the terms of the Deposit Agreement, made available to Holders of ADSs or
(v) for any consequential or punitive damages for any breach of the terms of the
Deposit Agreement. The Depositary, its controlling persons, its agents, any
Custodian and the Company, its controlling persons and its agents may rely and
shall be protected in acting upon any written notice, request or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties. No disclaimer of liability under the Securities Act is
intended by any provision of the Deposit Agreement or this ADR.
(19) Standard of Care. The Company and the Depositary assume no
obligation and shall not be subject to any liability under the Deposit Agreement
or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and
Depositary agree to perform their respective obligations specifically set forth
in the Deposit Agreement and this ADR without negligence or bad faith. The
Depositary and its agents shall not be liable for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which
any vote is cast or the effect of any vote, provided that any such action or
omission is in good faith and in accordance with the terms of the Deposit
Agreement. The Depositary shall not incur any liability for any failure to
determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company
for distribution to the Holders or for any inaccuracy of any translation
thereof, for any investment risk associated with acquiring an interest in the
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Deposited Securities, for the validity or worth of the Deposited Securities or
for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing
any rights to lapse upon the terms of the Deposit Agreement or for the failure
or timeliness of any notice from the Company.
(20) Resignation and Removal of the Depositary. The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice
of resignation delivered to the Company, such resignation to be effective on the
earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon
the appointment of a successor depositary and its acceptance of such appointment
as provided in the Deposit Agreement. The Depositary may at any time be removed
by the Company by written notice of such removal, which removal shall be
effective on the earlier of (i) the 60th day after delivery thereof to the
Depositary, or (ii) upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. In case at
any time the Depositary acting hereunder shall resign or be removed, the Company
shall use commercially reasonable efforts to appoint a successor depositary,
which shall be a bank or trust company having an office in the Borough of
Manhattan, the City of New York. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed (except as required by applicable law), shall become fully
vested with all the rights, powers, duties and obligations of its predecessor.
The predecessor depositary, upon payment of all sums due it and on the written
request of the Company, shall (i) execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder (other
than as contemplated in the Deposit Agreement), (ii) duly assign, transfer and
deliver all right, title and interest to the Deposited Securities to such
successor, and (iii) deliver to such successor a list of the Holders of all
outstanding ADRs and such other information relating to ADRs and Holders thereof
as the successor may reasonably request. Any such successor depositary shall
promptly provide notice of its appointment to such Holders. Any corporation into
or with which the Depositary may be merged or consolidated shall be the
successor of the Depositary without the execution or filing of any document or
any further act.
(21) Amendment/Supplement. Subject to the terms and conditions of
this paragraph 21, the Deposit Agreement and applicable law, this ADR and any
provisions of the Deposit Agreement may at any time and from time to time be
amended or supplemented by written agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable without the
prior written consent of the Holders or Beneficial Owners. Any amendment or
supplement which shall impose or increase any fees or charges (other than the
charges in connection with foreign exchange control regulations, and taxes and
other governmental charges, delivery and other such expenses), or which shall
otherwise materially prejudice any substantial existing right of Holders or
Beneficial Owners, shall not, however, become effective as to outstanding ADRs
until the expiration of thirty (30) days after notice of such amendment or
supplement shall have been given to the Holders of outstanding ADRs. The parties
hereto agree that any amendments or supplements which (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the
ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs 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 materially prejudice any substantial rights of Holders or Beneficial
Owners. Every Holder and Beneficial Owner at the time any amendment or
supplement so becomes effective shall be deemed, by continuing to hold such
ADS(s), to consent and agree to such amendment or supplement and to be bound by
20
the Deposit Agreement and this ADR as amended or supplemented thereby. In no
event shall any amendment or supplement impair the right of the Holder to
surrender such ADR and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.
Notwithstanding the foregoing, if any governmental body should adopt new laws,
rules or regulations which would require an amendment of, or supplement to, the
Deposit Agreement to ensure compliance therewith, the Company and the Depositary
may amend or supplement the Deposit Agreement and this ADR at any time in
accordance with such changed laws, rules or regulations. Such amendment or
supplement to the Deposit Agreement in such circumstances may become effective
before a notice of such amendment or supplement is given to Holders or within
any other period of time as required for compliance with such laws, or rules or
regulations.
(22) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by providing notice of
such termination to the Holders of all ADRs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. If ninety
(90) days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the
Depositary, and in either case a successor depositary shall not have been
appointed and accepted its appointment as provided herein and in the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by providing
notice of such termination to the Holders of all ADRs then outstanding at least
thirty (30) days prior to the date fixed for such termination. The date so fixed
for termination of the Deposit Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to as the
"Termination Date". Until the Termination Date, the Depositary shall continue to
perform all of its obligations under the Deposit Agreement, and the Holders and
Beneficial Owners will be entitled to all of their rights under the Deposit
Agreement. If any ADRs shall remain outstanding after the Termination Date, the
Registrar and the Depositary shall not, after the Termination Date, have any
obligation to perform any further acts under the Deposit Agreement, except that
the Depositary shall, subject, in each case, to the terms and conditions of the
Deposit Agreement, continue to (i) collect dividends and other distributions
pertaining to Deposited Securities, (ii) sell securities and other property
received in respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any securities or other property, in
exchange for ADRs surrendered to the Depositary (after deducting, or charging,
as the case may be, in each case, the fees and charges of, and expenses incurred
by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set
forth in the Deposit Agreement and the form of ADR), and (iv) take such actions
as may be required under applicable law in connection with its role as
Depositary under the Deposit Agreement. At any time after the Termination Date,
21
the Depositary may sell the Deposited Securities then held under the Deposit
Agreement and shall hold un-invested the net proceeds of such sale, together
with any other cash then held by it under the Deposit Agreement, in an
un-segregated account and without liability for interest, for the pro rata
benefit of the Holders whose ADSs have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all obligations under
the Deposit Agreement except (i) to account for such net proceeds and other cash
(after deducting, or charging, as the case may be, in each case, the fees and
charges of, and expenses incurred by, the Depositary, and all applicable taxes
or governmental charges for the account of the Holders and Beneficial Owners, in
each case upon the terms set forth in the Deposit Agreement and the form of
ADR), and (ii) as may be required at law in connection with the termination of
the Deposit Agreement. After the Termination Date, the Company shall be
discharged from all obligations under the Deposit Agreement, except for its
obligations to the Depositary under Sections 5.5, 5.6 and 7.6 of the Deposit
Agreement. The obligations under the terms of the Deposit Agreement of Holders
and Beneficial Owners of ADSs outstanding as of the Termination Date shall
survive the Termination Date and shall be discharged only when the applicable
ADRs are presented by their Holders to the Depositary for cancellation under the
terms of the Deposit Agreement.
(23) Compliance with U.S. Securities Laws. Notwithstanding any
provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal
or delivery of Deposited Securities will not be suspended by the Company or the
Depositary except as would be permitted by Instruction I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time.
(24) Certain Rights of the Pre-Release Transactions. Subject to the
further terms and provisions of this paragraph (24), the Depositary, its
Affiliates and their agents, on their own behalf, may own and deal in any class
of securities of the Company and its Affiliates and in ADSs. In its capacity as
Depositary, the Depositary shall not lend Shares or ADSs; provided, however,
that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant
to Section 2.3 of the Deposit Agreement (each such transaction, a "Pre-Release
Transaction"), and (ii) deliver Shares only upon the receipt of ADSs for
cancellation and withdrawal of Deposited Securities pursuant to Section 2.8 of
the Deposit Agreement, including ADSs which were issued under (i) above but for
which Shares may not have been received. The Depositary may receive ADSs in lieu
of Shares under (i) above. Each such Pre-Release Transaction will be (a) subject
to a written agreement whereby the person or entity (the "Applicant") to whom
ADSs are to be delivered (w) represents that at the time of the Pre-Release
Transaction the Applicant or its customer owns the Shares that are to be
delivered by the Applicant under such Pre-Release Transaction, (x) agrees to
indicate the Depositary as owner of such Shares in its records and to hold such
Shares in trust for the Depositary until such Shares are delivered to the
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Depositary or the Custodian, (y) unconditionally guarantees to deliver to the
Depositary or the Custodian, as applicable, such Shares and (z) agrees to any
additional restrictions or requirements that the Depositary deems appropriate,
(b) at all times fully collateralized with cash, U.S. government securities or
such other collateral as the Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days' notice and (d) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The Depositary will normally limit the number of ADSs involved in
such Pre-Release Transactions at any one time to thirty percent (30%) of the
ADSs outstanding (without giving effect to ADSs outstanding under (i) above),
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate. The Depositary may also
set limits with respect to the number of ADSs involved in Pre-Release
Transactions with any one person on a case by case basis as it deems
appropriate. The Depositary may retain for its own account any compensation
received by it in conjunction with the foregoing. Collateral provided pursuant
to (b) above, but not earnings thereon, shall be held for the benefit of the
Holders (other than the Applicant).
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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto ______________________________ whose taxpayer identification
number is _______________________ and whose address including postal zip code is
________________, the within ADR and all rights thereunder, hereby irrevocably
constituting and appointing ________________________ attorney-in-fact to
transfer said ADR on the books of the Depositary with full power of substitution
in the premises.
Dated: Name:
----------------------------------
By:
Title:
NOTICE: The signature of the Holder to
this assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or any
change whatsoever.
If the endorsement be executed by an
attorney, executor, administrator,
trustee or guardian, the person
executing the endorsement must give
his/her full title in such capacity and
proper evidence of authority to act in
such capacity, if not on file with the
Depositary, must be forwarded with this
ADR.
-----------------------------
SIGNATURE GUARANTEED
All endorsements or assignments of ADRs
must be guaranteed by a member of a
Medallion Signature Program approved by
the Securities Transfer Association,
Inc.
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