APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions 22 Section 4.2 Distribution in Shares 23 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 ADSs 8 Section 2.1 Appointment of Depositary 7 8 Section 2.2 Form and Transferability of ADSs 7 8 Section 2.3 Deposit of Shares 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 12 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsADRs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 14 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 16 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 2.12 Certificated/Uncertificated ADSs 16 17 Section 2.14 2.13 Restricted ADSs 17 18 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information 19 20 Section 3.2 Liability for Taxes and Other Charges 19 21 Section 3.3 Representations and Warranties on Deposit of Shares 20 21 Section 3.4 Compliance with Information Requests 20 22 Section 3.5 Ownership Restrictions 20 [Intentionally Omitted] 22 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Disclosure of Interests 22 ARTICLE IV IV. THE DEPOSITED SECURITIES 22 23 Section 4.1 Cash Distributions 22 23 Section 4.2 Distribution in Shares 23 24 Section 4.3 Elective Distributions in Cash or Shares 23 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 3127
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs 17 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information Information. 19 Section 3.2 Liability for Taxes and Other Charges 19 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares Shares. 20 Section 3.4 Compliance with Information Requests Requests. 20 Section 3.5 Ownership Restrictions 20 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions 22 Distributions. 21 Section 4.2 Distribution in Shares 23 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 26 Section 4.7 Redemption 27 Redemption. 26 Section 4.8 Conversion of Foreign Currency 28 Currency. 27 Section 4.9 Fixing of ADS Record Date 29 Date. 28 Section 4.10 Voting of Deposited Securities 29 Securities. 28 Section 4.11 Changes Affecting Deposited Securities Securities. 29 Section 4.12 Available Information. 30 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 ADSs. 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 9 Section 2.5 Issuance of ADSs 11 9 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 12 Section 2.9 Lost ADRs, etc 14 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 13 Section 2.11 Escheatment 15 13 Section 2.12 Partial Entitlement ADSs 15 13 Section 2.13 Certificated/Uncertificated ADSs 16 14 Section 2.14 Restricted ADSs 17 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information 19 17 Section 3.2 Liability for Taxes and Other Charges 19 17 Section 3.3 Representations and Warranties on Deposit of Shares 20 18 Section 3.4 Compliance with Information Requests 20 18 Section 3.5 Ownership Restrictions 20 18 Section 3.6 Reporting Obligations and Regulatory Approvals 21 19 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions 22 20 Section 4.2 Distribution in Shares 23 20 Section 4.3 Elective Distributions in Cash or Shares 23 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 24 Section 4.7 Redemption 27 24 Section 4.8 Conversion of Foreign Currency 28 25 Section 4.9 Fixing of ADS Record Date 29 25 Section 4.10 Voting of Deposited Securities 29 26 Section 4.11 Changes Affecting Deposited Securities 3127 Section 4.12 Available Information 28 Section 4.13 Reports 28 Section 4.14 List of Holders 28 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 30 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 30 Section 5.3 Standard of Care 31 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 32 Section 5.5 The Custodian 32 Section 5.6 Notices and Reports 33 Section 5.7 Issuance of Additional Shares, ADSs etc 34 Section 5.8 Indemnification 35 Section 5.9 Fees and Charges of Depositary 35 Section 5.10 Pre-Release Transactions 36 Section 5.11 Restricted Securities Owners 37 ARTICLE VI AMENDMENT AND TERMINATION 37 Section 6.1 Amendment/Supplement 37 Section 6.2 Termination 38 ARTICLE VII MISCELLANEOUS 39 Section 7.1 Counterparts 39 Section 7.2 No Third Party Beneficiaries 39 Section 7.3 Severability 40 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 40 Section 7.5 Notices 40 Section 7.6 Governing Law and Jurisdiction 41 Section 7.7 Assignment 42 Section 7.8 Compliance with U.S. Securities Laws 42 Section 7.9 Spanish Law References 43 Section 7.10 Titles and References. 43 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ____________, 2013, by and among (i) ABENGOA S.A., a company organized under the laws of the Kingdom of Spain, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 22 21 Section 4.1 Cash Distributions 22 21 Section 4.2 Distribution in Shares 23 22 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 30 Section 4.13 Reports 30 Section 4.14 List of Holders 30 Section 4.15 Taxation 30 Section 4.16 Limitation of Rights 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions 22 20 Section 4.2 Distribution in Shares 23 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 30 Section 4.12 Available Information 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions 22 Section 4.2 Distribution in Shares 23 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 3131 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions 22 Section 4.2 Distribution in Shares 23 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs 7 ADSs. 6 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 9 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions 22 Distributions. 20 Section 4.2 Distribution in Shares 23 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 26 Section 4.7 Redemption 27 Redemption. 26 Section 4.8 Conversion of Foreign Currency 28 Currency. 27 Section 4.9 Fixing of ADS Record Date 29 Date. 28 Section 4.10 Voting of Deposited Securities 29 Securities. 28 Section 4.11 Changes Affecting Deposited Securities. 30 Section 4.12 Available Information. 31 Section 4.13 Reports. 31 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 Section 4.16 Limitation of Rights. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 33 Section 5.2 Exoneration. 34 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 36 Section 5.6 Notices and Reports. 37 Section 5.7 Issuance of Additional Shares, ADSs, etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Pre-Release Transactions. 40 Section 5.11 Restricted Securities 31Owners. 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement. 41 Section 6.2 Termination. 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts. 43 Section 7.2 No Third Party Beneficiaries. 43 Section 7.3 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 44 Section 7.6 Governing Law and Jurisdiction. 45 Section 7.7 Assignment. 46 Section 7.8 Swedish Law References. 46 Section 7.9 Titles and References. 47 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2014, by and among (i) SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL), a company organized under the laws of the Kingdom of Sweden (together with its successors, if any, the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 14 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 19 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 20 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 22 20 Section 4.1 Cash Distributions 22 Distributions. 20 Section 4.2 Distribution in Shares 23 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 Currency. 26 Section 4.9 Fixing of ADS Record Date 29 Date. 27 Section 4.10 Voting of Deposited Securities 29 Securities. 27 Section 4.11 Changes Affecting Deposited Securities Securities. 29 Section 4.12 Available Information. 30 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 4 SECTION 2.1 Appointment of Depositary 7 Section 4 SECTION 2.2 Form and Transferability of ADSs Receipts 5 SECTION 2.3 Deposits 6 SECTION 2.4 Execution and Delivery of Receipts 7 Section 2.3 Deposit SECTION 2.5 Transfer of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs 12 Section 2.7 Receipts 7 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 12 Section 2.8 8 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc 14 Section etc. 9 SECTION 2.8 Lost Receipts, etc. 10 SECTION 2.9 Lost ADRs, etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 15 Section 10 SECTION 2.10 Pre-Release 10 SECTION 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 11 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information 19 Section 12 SECTION 3.2 Liability for Taxes and Other Charges 19 Section 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 20 Section 13 SECTION 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 13 ARTICLE IV IV. THE DEPOSITED SECURITIES 22 Section 14 SECTION 4.1 Cash Distributions 22 Section 14 SECTION 4.2 Distribution in Shares 23 Section 14 SECTION 4.3 Elective Distributions in Cash or Shares 23 Section 15 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section Shares 15 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 17 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 17 SECTION 4.7 Fixing of ADS Record Date 29 Section 4.10 18 SECTION 4.8 Voting of Deposited Securities 29 Section 4.11 18 SECTION 4.9 Changes Affecting Deposited Securities 3119 SECTION 4.10 Available Information 20 SECTION 4.11 Reports 20 SECTION 4.12 List of Holders 20 SECTION 4.13 Taxation; Withholding 20
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 22 Section 4.1 Cash Distributions 22 Section 4.2 Distribution in Shares 23 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 3131 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32
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