SVENSKA CELLULOSA AKTIEBOLAGET SCA AND THE BANK OF NEW YORK,

                                                                  

SVENSKA CELLULOSA AKTIEBOLAGET SCA

AND

THE BANK OF NEW YORK,

 As Depositary

AND

HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

______________________

DEPOSIT AGREEMENT

______________________

Dated as of December 4, 1995

                                                                  

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of December 4, 1995 among SVENSKA CELLULOSA AKTIEBOLAGET SCA (publ), incorporated under the laws of Sweden (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Hold­ers from time to time of American Depositary Receipts issued here­under.

WITNESSETH:

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Non-Restricted B Shares (herein called Shares) of the Company from time to time with the Depositary, or with the principal Stockholm office of Svenska Handelsbanken or the principal Stockholm office of Skandinaviska Enskilda Banken (each herein called a Custodian), as agent of the Depositary, for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares repre­senting the Shares so deposited and for the execution and delivery of American Depositary Receipts in respect of the American Deposi­tary Shares; and

WHEREAS, the American Depositary Receipts are to be substan­tially in the form of Exhibit A annexed hereto, with ap­propriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

 ARTICLE 1.

DEFINITIONS.

The following definitions shall for all purposes, unless oth­erwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

Section 1.1.

The term "Company" shall mean Svenska Cellulosa Aktiebolaget, incorporated under the laws of Sweden, and its succes­sors.

Section 1.2.

The term "Depositary" shall mean The Bank of New York, a New York banking corporation, and any successor as depositary hereunder.  The term "Depositary's Office", when used with respect to the Depositary, shall be the office of the Deposi­tary for the administration of depositary receipts which address as of the date of this Deposit Agreement is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

Section 1.3.

The term "Custodian" shall mean, as of the date hereof, Svenska Handelsbanken (acting at its princi­pal Stockholm office) or Skandinaviska Enskilda Banken (acting at its principal Stockholm office), as custodians and agents of the De­positary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the De­positary, with notice to the Company, pursuant to the terms of Section 5.05, as substitute or an additional Custodian hereunder, and such term shall mean any one of them, individually, or all of them collectively, as the context shall require.

Section 1.4.

The term "Deposit Agreement" shall mean this Agreement, as the same may be amended from time to time in ac­cordance with the provisions hereof.

 

Section 1.5.

The term "Shares" shall mean Non-Restricted B Shares of the Company in registered form and shall include rights to receive Shares (except where the context otherwise already re­fers to the right to receive Shares).

Section 1.6.

The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.05.

Section 1.7.

The term "Receipts" shall mean the American Depositary Receipts issued hereunder representing American Deposi­tary Shares.

Section 1.8.

The term "American Depositary Shares" shall mean the rights represented by the Receipts issued hereunder and the interests in the Deposited Securities represented thereby.  Each American Depositary Share shall represent one Share, until there shall occur a dis­tribution upon Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with re­spect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sec­tions.

Section 1.9.

The term "Holder" shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

Section 1.10.  The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, the  City of New York, which shall be appointed to register Receipts and transfers of Receipts as herein provided.

Section 1.11.

The term "dollars" shall mean United States dollars.  The term "kronor" shall mean Swedish kronor.

Section 1.12.

The term "Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.

Section 1.13.

The term "Commission" shall mean the Securi­ties and Exchange Commission of the United States or any successor governmental agency in the United States.

Section 1.14.

The term "VPC" shall mean Värdepapperscentralen VPC Aktiebolag, a company organized under the Swedish Companies Act of 1975, which carries out the duties of registrar for nearly all Swedish companies listed on the Stockholm Stock Exchange, including the Company.

Section 1.15.  The term "nominee" when used with respect to the Depositary shall mean the nominee of the Depositary as it shall so appoint from time to time to act on its behalf in connec­tion with the performance of its duties and obligations under this Deposit Agree­ment.  The nominee, as so appointed by the Deposi­tary, shall perform in whatever capacity and to whatever extent under this Deposit Agree­ment as the Depositary designates in its appointment of the nominee.  Such appointment may be evidenced by written agreement, letter, telegram, telex or other facsimile transmission or orally with subsequent confirming agreement, let­ter, telegram, telex or other facsimile transmission.

 ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

Section 2.1.  Form and Transferability of Receipts.

Definitive Receipts shall be engraved or printed or litho­graphed on steel-engraved borders and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agree­ment, with appropriate insertions, modifications and omissions, as here­inafter provided.  Such Receipts shall be executed by the Deposi­tary by the manual signature of a duly authorized officer of the Depositary; provided, however, that such signature may be a fac­simile if a Registrar for the Receipts shall have been ap­­pointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar.   No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual  signature of a duly au­thorized officer or, if a Registrar shall have been appointed,  by the manual  signature of a duly authorized officer of the Regis­trar.  The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided, and the trans­fer of each such Receipt shall be registered.  Receipts bearing the facsimile signature of a duly authorized officer of the De­positary who was at any time a proper officer of the Depositary shall bind the Depositary, notwithstand­ing that such officer has ceased to hold such office prior to signature of the Registrar and delivery of such Receipts or did not hold such office at the date of such Receipts.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required  by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which Receipts may be listed or to con­form with any usage with respect thereto, or to indicate any spe­cial limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any no­tice provided for in this Deposit Agreement and for all other pur­poses.

Section 2.2.  Deposit of Shares.

Subject to the terms and conditions of this Deposit Agree­ment, Shares or evidence of rights to receive Shares may be depos­ited by (i) delivery of certificates therefor to the Custodian accompanied by an appropriate instrument or instruments of trans­fer or endorsement in form satisfactory to the Custodian, (ii) electronic transfer of Shares through VPC or any successor thereto, to the account of the Custodian maintained for such pur­pose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, accompanied by an appropriate instrument or instru­ments of trans­feror en­dorsement, if any, in form satisfactory to the Custodian, to­gether  with all such certifications as may be required by the De­positary or the Custodian in accordance with the provisions of this Deposit Agree­ment, and together with a written order direct­ing the Deposi­tary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such de­posit.  If required by the Deposi­tary, Shares presented for de­posit at any time, whether or not the transfer books of the Com­pany (or the appointed agent of the Com­pany for transfer and reg­istration of Shares, which may but need not be the VPC) are closed, shall also be accompanied by an agree­ment or assignment, or other instrument satisfactory to the De­positary, which will provide for the prompt transfer to the Custo­dian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agree­ment of indemnity or other agreement as shall be satisfactory to the Depositary.

At the request and risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such certificates to the Custodian for deposit hereunder.

Upon each delivery or electronic transfer to the Custodian of a certificate or certificates for Shares to be deposited hereun­der, together with the other documents above specified, the Custo­dian shall, as soon as transfer and recordation can be ac­­­­­complished, present such certificate or certificates to the Com­pany (or the appointed agent of the Company for transfer and reg­istration of Shares, which may but need not be the VPC), for  transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee.

Deposited Securities shall be held by the Depositary, or by the Custodian for the account and to the order of the Depositary, or at such other place or places as the Depositary shall deter­mine upon prior consultation with the Company.

Section 2.3.  Execution and Delivery of Receipts.

Upon receipt by the Custodian of any deposit pursuant to Sec­tion 2.02 hereunder (and in addition, if the transfer books of the Company (or the appointed agent of the Company for the transfer and registration of Shares, which may but need not be the VPC) are open, a proper acknowledgment or other evidence from the Company (or the appointed agent of the Company for the transfer and regis­tration of Shares, which may but need not be the VPC) satisfactory to the Depositary that any Deposited Securities have been recorded upon the Company's books (or upon the books of the appointed agent of the Company for the transfer and registration of  Shares, which may but need not be the VPC) in the name of the Depositary or its nominee), together with the other documents required as above specified, the Custodian shall notify the Depositary of such de­posit and the person or persons to whom or upon whose written or­der a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be represented thereby.  Such notification shall be made by letter or, at the request and risk and expense of the person making the deposit, by cable, telex or facsimile transmission.  Upon receiving such no­tice from the Custodian, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at the Depositary's Office to or upon the order of the person or per­sons named in the notice delivered to the Depositary, a Receipt or  Receipts, registered in the name or names and representing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fee of the Depositary for the execution and delivery of such Re­ceipt or Receipts, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

Section 2.4. Transfer of Receipts; Combination and Split-up of Receipts.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of Receipts, upon any surrender of a Receipt, by the Holder in person or by duly authorized attorney, properly en­dorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America.  Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

 

Section 2.5. Surrender of Receipts and Withdrawal of Shares.

Upon surrender at the Depositary's Office or at such other offices as it may designate of a Receipt for the purpose of with­drawal of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the cancellation of Re­ceipts, and subject to the terms and conditions of this Deposit Agreement, the Holder of such Receipt shall be entitled to physi­cal  or electronic delivery through VPC or institutions that main­tain accounts with VPC, to him or upon his order, of the amount of Deposited Securities at the time represented by such Receipt.  Physical delivery of such Deposited Securities may be made, if such delivery is possible, by the delivery of certificates there­for properly endorsed or accompanied by proper instruments of transfer to such Holder or as ordered by him.  Such delivery shall be made, as hereinafter provided, with­out unreason­able delay.

A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and the Holder thereof shall execute and deliver to the Depositary a written order di­recting the Depositary to cause the Deposited Securities being withdrawn to be either physically (subject to applicable clearing procedure of VPC) or electronically delivered to or upon the writ­ten order of the person or persons designated in such order.  Thereupon the Depositary shall direct the Custodian to deliver at the office of the Custodian, subject to Sections 2.06, 3.01 and 3.02, and to the other terms and conditions of this Deposit Agree­ment, to or upon the written order of the person or persons desig­nated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by such Receipt or evidence of electronic transfer thereof to or for the account of  such person, except that the Depositary may make delivery to such person or persons at the Depositary's Office of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, dis­tributions or rights, which may at the time be held by the Deposi­tary.

If the Deposited Securities being withdrawn are deliverable in certificated form, at the request, risk and expense of any Holder surrender­ing a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward a certificate or certifi­cates and other proper documents of title for the Depos­ited Secu­rities represented by such Receipt to the Depositary for delivery at the Depositary's Office.  Such direction shall be given by let­ter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

Section 2.6. Limitations on Execution and Delivery, Trans­fer and Surrender of Receipts.

As a condition precedent to the execution and delivery, reg­istration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presentor of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the produc­tion of proof satisfactory to it as to the identity and genuine­ness of any signature and may also require compliance with laws or governmental regulations relating to American depositary receipts or to the withdrawal of Deposited Securities.

 

The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in par­ticular instances may be refused, or the transfer or surrender of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any re­quirement of law or of any government or governmental authority, body or commission, or under any provision of this Deposit Agreement subject to Section 7.07 of this Deposit Agreement.  The sur­render of outstanding Receipts and withdrawal of Deposited Securi­ties may not be suspended,  except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of Shares in connection with voting at a sharehold­ers' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities.  Without limitation of the forego­ing, the Depositary shall not knowingly accept for de­posit under this Deposit Agreement any Shares required to be reg­istered under the provisions of the Securities Act of 1933, unless a registra­tion statement is in ef­fect as to such Shares.

The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance  with the securities laws in the United States including, without limitation, the laws referenced in Section 7.07.

Section 2.7.

Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor, in exchange and substitution for such mutilated Re­ceipt upon cancellation thereof, or in lieu of and in substitu­tion for such destroyed or lost or stolen Receipt, upon the Holder thereof filing with the Depositary (a) a request for such exchange and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (b) a sufficient indem­nity bond and satisfying any other reasonable requirements imposed by the Depositary.

Section 2.8. Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary.  The Depositary is authorized to destroy Re­ceipts so cancelled.  The Depositary agrees to maintain records of all receipts surrendered and Deposited Securities withdrawn under Section 2.05, substitute Receipts delivered under Section 2.07, and of cancelled or destroyed Receipts under this Section, in keeping with procedures ordinarily followed by stock transfer agents located in New York City.

SECTION 2.9. Loans and Pre-Release of Shares and Receipts.

Notwithstanding Section 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursu­ant to Section 2.02 ("Pre-Release").  The Deposi­tary may, pursuant  to Section 2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such can­cellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released.  The Depositary may re­ceive Receipts in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or ac­companied by a written representation from the person to whom Re­ceipts are to be delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash or such other col­lateral as the Depositary deems appropriate, (c) terminable by the Deposi­tary on not more than five (5) business days notice, and (d) sub­ject to such further indemnities and credit regula­tions as the Depositary deems appropriate.  The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropri­ate.

The Depositary may retain for its own account any compen­sation received by it in connection with the foregoing.

The Company shall not incur any liability to the Holders and owners of Receipts as a result of actions taken by the Depositary pursuant to this Section 2.09.

 ARTICLE 3.

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.

Section 3.1. Filing Proofs, Certificates and Other Informa­tion.

Any person presenting Shares for deposit or any Holder of a Receipt may be required from time to time to file such proof of citizenship or residence, exchange control approval, or such in­formation relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registra­tion of Shares, which may but need not be the VPC) of the Shares presented for deposit or other information, to execute such cer­tificates and to make such representations and warranties, as the Depositary or the Company may deem necessary or proper.  The De­positary may and, at the request of the Company, will with­hold the delivery or registration of transfer of any Receipt or the distri­bution or sale of any dividend or other distribution or rights or of the proceeds thereof or the delivery of any Deposited Securi­ties until such proof or other information is filed or such cer­tificates are executed.

Section 3.2.  Liability of Holder for Taxes.

If any tax or other governmental charge shall become payable by or on behalf of the Custodian, the Depositary or the Company with respect to any Receipt or any Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, including any taxes payable on trans­fer, such tax or other governmental charge shall be payable by the Holder of such Receipt, who shall pay the amount thereof to the Depositary.  The Depositary may, and upon instructions from the Company shall, (i) refuse to effect any registration of transfer of such Receipt or any split-up or combination thereof or any  withdrawal of such Deposited Securities until such payment is made, or (ii) withhold or deduct from any distributions on such Deposited Securities or sell for the account of the Holder thereof of any part or all of such Deposited Securities (after attempting by reasonable means to notify such Holder prior to such sale), and apply, after deduction for its expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the Holder of such Receipt re­maining liable for any deficiency.

Section 3.3.

Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, subscribed and allotted, fully paid, non-assessable and not subject to preemption rights, that the person making such deposit is duly authorized so to do and that such Shares are not "restricted securities" as such term is defined in Rule 144 of the Securities Act of 1933.  Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

ARTICLE 4.

THE DEPOSITED SECURITIES.

Section 4.1.

Cash Distributions.

Whenever the Depositary shall receive any cash dividend or other cash distribution by the Company on any Deposited Securi­ties, the Depositary shall, subject to the provisions of Section 4.05, convert such dividend or distribution into dollars and shall distribute the amount thus received to the Holders of Receipts  entitled thereto, in proportion to the number of American Deposi­tary Shares representing such Deposited Securities held by them respectively; provided, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any of such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such dis­tribution or (b) any amounts (i) withheld or requested to be with­held by the Company, the Custodian or the Depositary from any such distribution on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign cur­rency into U.S. dollars pursuant to Section 4.05.  The Depositary shall distribute only such amount, however, as can be distributed without attribut­ing to any Holder of a Receipt a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Deposi­tary for distri­bution to Holders of Receipts then outstand­ing.  The Company or its agent will remit to the appropriate governmen­tal authority or agency in Sweden all amounts withheld and owing to such authority or agency.  The Depositary will forward to the Company or its agent such information from its records as the Com­pany or its agent may reasonably request to en­able the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of Receipts.

Section 4.2.

Distributions Other Than Cash or Shares.

Whenever the Depositary shall receive any distribution other than cash or Shares upon any Deposited Securities, the Depositary  shall cause the securities or property received by it to be dis­tributed to the Holders of Receipts entitled thereto, in propor­tion to the number of American Depositary Shares represent­ing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplish­ing such distribution that has been approved by the Company; pro­vided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed, such distri­bution cannot be made among the Holders of Receipts entitled thereto, or if for any other reason (including any requirement that the Company, its agent or the Depositary withhold an amount on account of taxes) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such dis­tribution, including the sale (at public or pri­vate sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be dis­tributed by the Deposi­tary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash, provided further, that if any securities to be sold pursuant to the preceding clause are listed on a stock exchange or traded on an over-the-counter market, such securities shall be sold on such a stock exchange or over-the-counter market.  The Holders alone shall be responsible for pay­ment of any taxes or other governmental charges due as a result of sales or transfers pursuant to this Section 4.02.

Section 4.3.  Distributions in Shares.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company's approval, and shall if the Company shall so  request, distribute to the Holders of outstanding Receipts en­titled thereto,  in proportion to the number of American Deposi­tary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the amount of Shares re­ceived as such dividend or free distribution.  In lieu of deliver­ing Receipts for fractional American Depositary Shares in any such case, the Depositary may sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Sec­tions 4.01 and 4.02.  If additional Receipts are not so distrib­uted (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

Section 4.4.

Rights.

In the event that the Company shall offer or cause to be of­fered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to the Holders of Re­ceipts or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, take action as follows:

(i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Holders of Receipts by means of war­rants or otherwise, the Depositary shall distribute warrants  or other instruments therefor in such form as it may deter­mine to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securities, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or trans­fer of rights by such Holders; or

(ii)  if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to Holders of Receipts by means of war­rants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled to such rights, warrants or other instruments, upon an aver­aged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restric­tions to a particular Holder, or the date of delivery of any Receipt or Receipts, or otherwise.

If registration under the Securities Act of 1933 of the secu­rities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts  and sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts unless and until such a registration statement is in effect, or unless the offering and sale of such securities to the Holders of such Receipts are exempt from registration under the provisions of such Act.

 

In exercising any discretion under this Section 4.04, the Depositary will, to the extent practicable, consult with the Com­pany.

The Company will have no obligation hereunder to register such rights under the Securities Act of 1933.

Section 4.5.

Conversion of Foreign Currency.

Whenever the Depositary shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into dollars and the resulting dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and such dollars shall be distributed to the Holders of Receipts entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such dollars, then to the holders of such warrants and/or instruments upon sur­render thereof for cancellation.  Such distribution to the Holders may be made upon an averaged or other practicable basis without regard to any dis­tinctions among Holders on account of exchange restrictions or otherwise.

If such conversion or distribution to the Holders can be ef­fected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

 

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary is not convertible on a reasonable basis into dollars transferable to the United States, or if any approval or license of any government authority or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a rea­sonable period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evi­dencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign cur­rency for the respective accounts of, the Holders of Receipts en­titled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders of Re­ceipts entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent permis­sible to the Holders of Receipts entitled thereto and may distrib­ute the balance of the foreign currency received by the Depositary to, or hold such balance for the account of, the Hold­ers of Re­ceipts entitled thereto.

Section 4.6.  Fixing of Record Date.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason, the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, the Depositary shall fix a record date (which, in the case  of cash dividends, shall be as close as practicable to the cor­responding record date with respect to the Shares), after consulta­tion with the Company, if different from the record date ap­plicable to the Shares or other Deposited Securities, (a) for the determina­tion of the Holders of Receipts who shall be entitled to receive such dividend, distribu­tion or rights, or the net proceeds of the sale thereof, or to give in­structions for the exercise of voting rights at any such meeting or (b) on or after which each American Depositary Share shall rep­resent the changed number of Shares.  Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Holders of Receipts on such record date shall be entitled to receive the amount distributable by the Depositary with respect to such divi­dend or other distribution or such rights or the net pro­ceeds of sale thereof in proportion to the number of American De­positary Shares held by them respec­tively.

Section 4.7.

Voting of Deposited Securities.

Upon receipt of notice of any meeting of holders of Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereaf­ter, mail to the Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provisions of Swedish law and of the Articles of Association of the  Company, to instruct the Depositary as to the exercise of voting rights, if any, per­taining to the amount of Deposited Securities represented by their respec­tive American De­positary Shares, and (c) a brief statement as to the manner  in which such instructions may be given, includ­ing an express indica­tion that instructions may be  given to the Depositary to give a discretionary proxy to a desig­nated member or members of the Board of Directors of the Company.  Upon the writ­ten request of a Holder of a Receipt on such record date, received on or before the date established by the Depositary for such pur­pose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Deposited Securi­ties repre­sented by such Receipt in ac­cordance with the instruc­tions set forth in such request.  The Depositary agrees not to vote the amount of Deposited Securities represented by a Receipt except in accordance with non-discretionary instructions (except with re­spect to a discretionary proxy to a designated member or members of the Board of Directors of the Company as aforesaid) from the record holder of such Re­ceipt and the Depositary agrees that it shall not be entitled to solicit or act upon any discre­tionary proxy (except as aforesaid).

Section 4.8.

Changes Affecting Deposited Securities.

Upon any change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any re­capitalization, reorganization, merger or consolidation or sale of assets affecting the 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 in respect of Deposited Securities shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thence­forth represent the new Deposited Securities so received in ex­change or conversion, unless additional Receipts are delivered pursuant to the following sentence.  In any such case the Deposi­tary may with the Company's approval, and shall if the Company shall so request, execute and deliver additional Receipts as in the case of a dividend on the Shares, or call for the sur­render of  outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

Section 4.9.  Available Information.

The Company is exempt from to the periodic reporting require­ments of the Securities Exchange Act of 1934 pursuant to Rule 12g3­-2(b) thereunder and, accordingly, supplies certain reports and other information into the Commis­sion.  Such reports and other information can be inspected and copied at the public reference facilities maintained by the Com­mission located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ and copies of such material can be obtained from the Com­mission at prescribed rates.

Section 4.10.  Reports

The Depositary shall make available for inspection by Holders of  Receipts at the Depositary's Office any reports and communications received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.  The Depositary shall also send to Holders of Re­ceipts copies of such reports when furnished by the Company pursu­ant to Section 5.06.  Any such reports and communications furnished to the Depositary by the Company shall be in English, to the extent required under the Securities Exchange Act of 1934 and to the extent such reports and communications have been translated by the Company.

In addition, upon notice that the Company has not furnished the Commission with public reports, documents or other information as required by foreign law or otherwise by the Securities Exchange  Act of 1934, the Depositary shall furnish promptly to the Commis­sion copies of all annual or other periodic reports and other no­tices or communications which the Depositary receives as holder of the Deposited Securities from the Company and which are not other­wise  furnished to or filed with the Commission pursuant to any other requirement of the Commission.  The Depositary shall also furnish to the Commission semi-annually, beginning on or before six months after the effective date of any registration statement filed with the Commission under the Securities Act of 1933 relat­ing to the Receipts, the following information in tabular form:

(1)the number of American Depositary Shares evidenced by Receipts issued during the period covered by the report;

(2)the number of American Depositary Shares evidenced by Receipts retired during the period covered by the re­port;

(3)the total amount of American Depositary Shares evidenced by Receipts remaining outstanding at the end of the six-month period; and

(4)the total number of Holders of Receipts at the end of the six-month period.

The Depositary shall also furnish the Commission with the name of each dealer known to the Depositary depositing Shares against issuance of Receipts during the period covered by the re­port.  The Company shall furnish the Depositary with the names of each dealer known to the Company and the Depositary shall include in its report the names of such dealer or dealers which are sup­plied by the Company.

 

Section 4.11.

Lists of Receipt Holders.

Promptly upon request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary.  At the expense of the Company, the Company shall have the right to inspect during the Depositary's regular business hours transfer and registration records of the Depositary, the Receipt register and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may request.

Section 4.12.

Withholding.

Notwithstanding any other provision of this Deposit Agree­ment, in the event that the Depositary determines that any distri­bution in property (including Shares or rights to subscribe there­for) is subject to any tax 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 as the Depositary deems neces­sary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders of Receipts entitled thereto.

 ARTICLE 5.

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.

Section 5.1. Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at its transfer of­fice in the Borough of Manhattan, The City of New York, facilities for the execution and delivery and surrender of Receipts in ac­cordance with the provisions of this Deposit Agreement.

The Depositary shall keep books in New York City for the reg­istration of Receipts and transfers of Receipts which at all rea­sonable times shall be open for inspection by the Holders of Re­ceipts, provided that such inspection shall not be for the purpose of communicating with Holders of Receipts in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts.

The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

If any Receipts or the American Depositary Shares represented thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with the ap­proval of the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges.  Such Registrar or co-registrars may be removed and a substitute appointed by the De­positary upon the request or with the approval of the Company.

 

Section 5.2. Prevention or Delay in Performance by the Depositary or the Company.

Neither the Depositary nor the Company shall incur any li­ability to any Holder of any Receipt, if by reason of any provi­sion of any present or future law of the United States or Sweden or any other country, or of any other governmental authority, or by reason of any provision, present or future, of the Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall be prevented or forbidden from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company incur any liability to any Holder of a Receipt by reason of any non-performance or delay, caused as aforesaid, in performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

Section 5.3. Obligations of the Depositary, the Custodian and the Company.

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts, except to perform such obligations as are specifically set forth and undertaken by it to perform in this De­posit Agreement without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Re­ceipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), other than to  perform such obligations as are specifically set forth and under­taken by it to perform in this De­posit Agreement without negli­gence or bad faith.

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or   in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be re­­­­­quired, and the Custodian shall not be under any obligation what­soever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securi­ties, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or non-action is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

 

Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Com­pany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.  If the Company shall have used its best efforts to ap­point a successor depositary it shall have no liability to the Holders for any failure to appoint such a successor.  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, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and de­liver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securi­ties to such successor, and shall deliver to such successor a list of the Holders of all outstanding Receipts.  Any such successor  depositary shall promptly mail notice of its ap­pointment to the Holders of Receipts.

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.

Section 5.5.

The Custodian.

The Depositary has initially appointed each of Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Depositary for the purposes of this Deposit Agreement.  Each Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it.  Each Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective.  The Depositary shall, promptly after receiving such notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder.  Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may ap­point a substitute or an additional custodian, which shall there­after be a Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian.  Each such substitute custo­dian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary.  Immediately upon any such change, the Depositary shall give notice thereof in writ­ing to all Holders of Receipts.  The Depositary may discharge or appoint any Custo­dian only after consultation with the Company.

 

Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, with­out any further act or writing, the agent hereunder of such suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Section 5.6.

Notices and Reports.

On or before the first date of giving by the Company of no­tice, by publication or otherwise, of any meeting of holders of Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or distribu­tions or the offering of any rights, the Company agrees to trans­mit to the Custodian a copy of the notice thereof in the form given or to be given to holders of Deposited Securities.

The Depositary will, at the Company's expense, arrange for the prompt transmittal by the Custodian to the Depositary of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares, and arrange for the mailing, at the Company's expense, of copies thereof to all Holders of Receipts.

Section 5.7.

Issuance of Additional Shares, etc.

The Company agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securi­ties convertible into Shares, or (4) rights to subscribe for such  securities, the Company will promptly furnish to the Depositary a written opinion from counsel for the Company in the United States, which counsel shall be satisfactory to the Depositary, stating whether or not the circumstances of such issue are such as to make it necessary for a Registration Statement under the Securities Act of 1933 to be in effect prior to the delivery of the Receipts to be issued in connection with such securities or the issuance of such rights.  If in the opinion of such counsel a Registration State­ment is required, such counsel shall furnish to the Deposi­tary a written opinion as to whether or not there is a Registra­tion Statement in effect which will cover such issuance of securi­ties or rights.

The Company agrees with the Depositary that neither the Com­pany nor any company controlled by the Company will at any time deposit any Shares, either upon original issuance or upon a sale of Shares previously issued and reacquired by the Company or by any company under its control, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933.

Section 5.8.

Indemnification.

The Company agrees to indemnify the Depositary and each Cus­todian against, and hold each of them harmless from, (a) any li­ability or expense which may arise out of acts performed or omit­ted, in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents or (b) any liability or expense which may arise out of or in connection with the registration of the Shares represented by the American Depositary Shares with the  Commission or the offer or sale to the public of the Receipts evidencing the American Deposi­tary Shares except to the extent that such liability or expense arises out of information relating to the Depositary or Custodian, as the case may be, furnished in writing to the Company by the Depositary or Custodian, as the case may be, expressly for use in any registration statement, prospectus or preliminary prospectus relating to the Shares represented by the American Depositary Shares.

The Depositary agrees to indemnify the Company and hold it harmless from any liability which may arise out of acts performed or omitted by the Depositary or any Custodian due to their negli­gence or bad faith.

Any person seeking indemnification hereunder (an "indemnified person") shall notify the person from whom it is seeking indemni­fication (the "indemnifying person") of a commencement of any in­demnification action or claim promptly after such indemnified per­son becomes aware of such commencement and shall consult in good faith with the indemnifying person as to the conduct of the de­fense of such action or claim, which defense shall be reasonable under the circumstances.  No indemnified person shall compromise or settle any action or claim without the consent of the indemni­fying person.

Section 5.9.

Charges of Depositary.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time.  The Depositary shall present its statement for such charges and expenses to the  Company once every three months.  The charges and expenses of any Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party deposit­ing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issu­ance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Depos­ited Securities or a distribution of Receipts pursuant to Section 4.03 hereof), whichever applicable: (1) taxes and other governmen­tal charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the share register of the Company (or the appointed agent of the Company for transfer and recordation of Shares which may but need not be the VPC) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custo­dian or its nominee on the making of deposits or withdrawals here­under, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such ex­penses as are incurred by the Depositary in the conversion of for­eign cur­rency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03 and the surrender of Receipts pursuant to Section 2.05, (6) a fee not in excess of $.02 or less per American Deposi­tary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 through 4.04 hereof and, (7) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for trans­fers made pur­suant to Section 2.04.

 

The Depositary, subject to Section 2.09 hereof and any ap­plicable provisions of Swedish law and the Articles of Association of the Company, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

ARTICLE 6.

AMENDMENT AND TERMINATION.

Section 6.1.

Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase any fees or charges (other than  taxes and other governmental charges), or which shall otherwise preju­dice any substantial existing right of Hold­ers of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of three months after notice of amendment to this De­posit Agreement shall have been given to the Holders of outstand­ing Receipts.  Every Holder of a Receipt at the time any amendment to this Deposit Agreement so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.  In no event shall any amendment impair the right of the Holder of any Receipt to sur­render such Receipt and receive there­for the Deposited Securities represented thereby.

Section 6.2.

Termination.

The Depositary shall at any time at the direction of the Com­pany terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at  least 30 days prior to the date fixed in such notice for such ter­mination.  The Depositary may likewise terminate this Deposit Agreement if at any time 90 days shall have expired after the De­positary shall have delivered to the Company and the Holders a written notice of its election to resign and a successor deposi­tary shall not have been appointed and accepted its appoint­ment as provided in Section 5.04.  If any Receipts shall remain outstand­ing after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall sus­pend the distribu­tion of dividends to the Hold­ers thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distribu­tions pertaining to Deposited Securi­ties, shall sell rights as provided in this Deposit Agreement, and shall continue to deliver Deposited Securi­ties, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary.  At any time after the expiration of six months from the date of termination, the Depositary may sell the Depos­ited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for in­terest, for the pro rata benefit of the Holders of Receipts which have not theretofore  surrendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with re­spect to such net proceeds.  After making such sale, the Deposi­tary shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Company under Section 5.08 and to account for such net proceeds and other cash.  Upon the termination of this Deposit Agreement, the Company shall be  discharged from all obligations under this Deposit Agreement ex­cept for its obliga­tions to the Depositary under Sections 5.08 and 5.09 hereof.

ARTICLE 7.

MISCELLANEOUS.

Section 7.1.

Counterparts.

This Deposit Agreement may be executed in any number of coun­terparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.  Copies of this Deposit Agreement shall be filed with the Deposi­tary and the Custodian and shall be open to inspection by any Holder of a Receipt during business hours.

Section 7.2.

No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equi­table right, remedy or claim whatsoever to any other person.

Section 7.3.

Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no wise be affected, prejudiced or disturbed thereby.

 

Section 7.4.

Holders Parties; Binding Effect.

The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.

Section 7.5.

Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by let­ter, addressed to Svenska Cellulosa Aktiebolaget SCA, Box 7827,  S-10397 Stockholm, Sweden, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, or any other place to which the Company may have transferred its princi­pal office.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by let­ter, addressed to The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or any other place to which the Depositary may have transferred its office for the administration of deposi­tary receipts.

Any and all notices to be given to any Holder of a Receipt shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the transfer books for Receipts of the Deposi­tary, or, if such Holder shall have filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request.

 

Delivery of a notice sent by mail or cable, telex or fac­simile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirma­tion thereof in the case of a cable, telex or facsimile transmis­sion) is deposited, postage prepaid, in a post office letter box.  The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be con­firmed by letter as aforesaid.

Section 7.6.

Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York.

Section 7.7.

Compliance With U.S. Securities Laws.

Notwithstanding any provision of this Deposit Agreement to the contrary, Holders shall be entitled to withdraw Deposited Securities subject only to the conditions set forth in paragraph I.A.(1) of the General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as pre­­­­­scribed by the Commission under the Securities Act of 1933.

IN WITNESS WHEREOF, SVENSKA CELLULOSA AKTIEBOLAGET SCA and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first above set forth and all Holders of Receipts shall become parties hereto upon acceptance by them of Receipts issued in ac­cordance with the terms hereof.

SVENSKA CELLULOSA AKTIEBOLAGET SCA

By________________________________

  Name:

  Title:

THE BANK OF NEW YORK

By________________________________

  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

  Senior Vice President