Common use of Restrictions upon Ownership Clause in Contracts

Restrictions upon Ownership. (a) The Holders and Beneficial Owners of ADRs acknowledge and agree (i) that each ADR, and the terms upon which it is held by such Holders and Beneficial Owners, is subject to the Articles of Association of the Company (the "Articles"), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs represent an Interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRs, (iii) that so long as the Articles provide a means by which the Company may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons (as defined in the Articles and including, without limitation, non-United Kingdom nationals) may have in such relevant share capital (the "Foreign Interest Limitation"), such Holder and Beneficial Owner will be bound by the Foreign Interest limitation and the Directors have a duty to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and the forced sale of all or part of such Shares if a sufficient disposal or disposals of or of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other Holders, Beneficial Owners or holders of Shares, (iv) that such Holder, to the extent it may legally do so, will provide such information as lies in its knowledge without further investigation that is requested by the Company under statutory provisions of English law or the Articles, which requests may seek, among other things, information as to the capacity in which such Holder or Beneficial Owner holds ADRs and the nature and extent of the Interests of such Holder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company or to any other person in acting or not taking action under or pursuant to such provisions of the Articles.

Restrictions upon Ownership. (a) The Holders Notwithstanding any contrary provision of the Deposit Agreement, the Holder hereof acknowledges and Beneficial Owners of ADRs acknowledge and agree agrees (i) that each ADRReceipt, and the terms upon which it is held by such Holders and Beneficial OwnersHolder, is are subject to and governed by the Articles of Association of the Company (the "Articles"), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs ’s Receipts represent an Interest interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRsReceipts, (iii) that so long as the Articles provide a means by which the Company may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons interest (as defined in the Articles and including, without limitation, non-United Kingdom nationalsArticles) which a person may have in shares of the Company which carry the right to cast votes on a poll to less than 15 per cent, (or such relevant share capital other percentage as may from time to time be provided in the Articles) of the total votes attaching to Relevant Share Capital (as defined in the Articles) of all classes (taken as a whole) and capable of being cast on a poll (the "Foreign Interest “Limitation"”), such Holder and Beneficial Owner any other person having an interest in such Receipts will be bound by the Foreign Interest limitation Limitation and the Directors have Company has a duty under the Articles to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner under the Articles (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and ’s Receipts or the forced sale of all or part of such Shares if a sufficient disposal or disposals of or of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other HoldersShares), Beneficial Owners or holders of Shares, and (iv) that such Holder, to the extent it may legally do so, Holder will provide such information as lies in its knowledge without further investigation that is requested by required by, and comply with requests from the Company under to provide information made under, statutory provisions of English law or the Articles, which requests may seekincluding, among other things, information as to the capacity in which such Holder or Beneficial Owner holds ADRs owns Receipts and regarding the identity of any other person having such an interest in such Receipts and the nature and extent of the Interests interests of such Holder or Beneficial Owner other person. If the Depositary (or other persons the Custodian or any nominee of the Custodian) receives a notice from the Company calling for a Required Disposal (as defined in the Articles) of Shares (a “Limitation Enforcement Notice”) and if the Depositary also receives from the Company a notice (a “Company Notice”) informing the Depositary that (i) a specified Holder or Holders (a “Relevant Holder” or “Relevant, Holders”) are believed or are deemed to be Relevant Persons (as defined in the Articles) in relation to any Shares specified in the Limitation Enforcement Notice and (ii) the Company believes that each Relevant Holder is or is deemed to be interested (as provided in the Articles) in a specified number of such Shares, the Depositary will (x) refuse to register any transfer of a Relevant Receipt until the Company has withdrawn the Company Notice in respect of that Relevant Receipt, (y) deny the voting rights attaching to a Relevant Receipt to the Relevant Holder thereof to the extent that the voting rights of the Shares underlying such Holders' ADRs that Relevant Receipt are denied to the Depositary as notified in the Limitation Enforcement Notice until the Company has withdrawn the Company Notice in respect of that Relevant Receipt and (vz) that give notice to each Relevant Holder specified therein of receipt by the Articles provide that any resolution or determination of, or any decision or Depositary of the exercise Company Notice and of any discretion or power bycertain other matters. If the Company Notice does not include the information described in clause (ii), the Directors under Depositary shall assume for the provisions foregoing purposes that each Relevant Holder is or is deemed to be interested (as provided in the Articles) in that number of the Articles concerning Shares specified in the Foreign Interest Limitation shall be final and conclusive and not open to challenge and Enforcement Notice that bears the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they act reasonably and in good faith, be under no liability same ratio to the total number of Shares specified in such Limitation Enforcement Notice as the number of such Relevant Holder’s American Depositary Shares bears to the number of American Depositary Shares of all Relevant Holders specified in such Limitation Enforcement Notice. If the Depositary at any time receives a further notice from the Company or referring to any other person a Company Notice and modifying such Company Notice, the Depositary shall take action in acting or not taking action under or pursuant to accordance with such provisions modified Company Notice from and after the receipt of such notice by the ArticlesDepositary.

Restrictions upon Ownership. (a) The Holders Each Holder acknowledges and Beneficial Owners of ADRs acknowledge and agree agrees (i) that each ADRReceiptAmerican Depositary Share, and the terms upon which it is held by such Holders and Beneficial OwnersHolder, is are subject to the Articles of Association of the Company (the "Articles"), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs ReceiptsAmerican Depositary Shares represent an Interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRsReceiptsAmerican Depositary Shares, (iii) that so long as the Articles provide a means by which the Company Issuer or the Directors may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons extent to which Affected Holders (as defined in the Articles and including, without limitation, non-United Kingdom European Union nationals) may have Interests in such relevant share capital the Shares and the exercise of rights by Affected Holders in relation to Shares (the "Foreign Interest Limitation"), such Holder and Beneficial Owner will be bound by the Foreign Interest limitation Limitation (and all related provisions of the Articles) and the Directors have a duty to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and ReceiptsAmerican Depositary Shares and/or the forced sale of all or part of such Shares or the Interests held therein (including Interests held through ReceiptsAmerican Depositary Shares) if a sufficient disposal or disposals of Shares or of Interests in such Shares therein has not been made to the Directors' satisfaction within 21 days (or such longer period as the Directors consider reasonable) after service upon the Depositary (or its nominee nominee), the Custodian (or its nominee) or the Holder of a notice requiring such disposal) or against other Holders, Beneficial Owners Holders or holders of Shares, (iv) that such Holder, to the extent it may legally do so, will provide such information as lies in with its knowledge without further investigation that is requested by the Company Issuer under statutory provisions of English Irish law or the Articles, which requests may seekinclude, among other thingswithout limitation, information as to the capacity in which such Holder or Beneficial Owner holds ADRs ReceiptsAmerican Depositary Shares and the nature and extent of the Interests of such Holder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs Holder's ReceiptsAmerican Depositary Shares and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning relating to the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company Issuer or to any other person in acting or not taking action under or pursuant to such provisions of the ArticlesArticles or for any erroneous determination made by them in exercise of their powers under such provisions.

Restrictions upon Ownership. (a) The Holders Each Owner and Beneficial Owners holderBeneficial Owner of ADRs acknowledge Receipts acknowledges and agree agrees that (i) that each ADRShare, and the terms upon which it is held by such Holders and Beneficial Ownersthe Depositary, is subject to and governed by the Articles Constitution and the provisions of Association Section 3.4 of this Deposit Agreement shall apply notwithstanding any other provision in this Deposit Agreement to the Company (the "Articles")contrary, (ii) that (except as otherwise provided in the Articles) Constitution, such HolderOwner's ADRs or holderBeneficial Owner's Receipts represent an a Relevant Interest in Voting Shares (as defined in the ArticlesConstitution and hereinafter referred to as a "Relevant Interest in Shares"),“Shares” for purposes of subparagraphs (a) in the Shares underlying such ADSs evidenced by ADRsto (g) of this Section 3.4) (iii), (iiia) that so long as the Articles provide no "Person" (which shall include a means by which the Company maynatural person, a company, a corporation and any combination or association of natural persons or corporate or unincorporate bodies, in accordance with each case whether or not they have a single identity)person shall have a Relevant Interest in 10 percent or more of the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons total Voting Shares (as defined in the Articles Constitution and including, without limitation, non-United Kingdom nationalshereinafter referred to as "Shares" in this Section 3.4)Shares outstanding other than in accordance with the prior written approval of the Kiwi Shareholder (as defined in the Constitution) may have in such relevant share capital and the Board of Directors of the Issuer (the "Foreign Board") and (b) no Personperson other than a New Zealand National (as defined in the Constitution) shall have a Relevant Interest in more than 49.9 percent of the total Shares outstanding, other than in accordance with the prior written approval of the Kiwi Shareholder (such limitations being hereinafter referred to collectively as the "Limitation", and Shares designated by a notice described in subparagraph (d) herein as a Disenfranchisement Notice as being declared to be held in breach of the Limitation being hereinafter referred to as "Affected Shares"), such Holder and Beneficial (iv) any Owner will or holderBeneficial Owner of Receipts or any other Personperson shall be bound by the Foreign Interest limitation and Limitation, (v) the Directors have a duty to take action in certain circumstances and in accordance with Board and/or the Articles to Kiwi Shareholder may, under the Constitution, enforce the Foreign Interest Limitation against such Holder and Beneficial Owner the Depositary or the Custodian or any of their respective nominees (including, including without limitation, making provision for causing the withdrawal of the right of such Holder and Beneficial Owner the Depositary or the Custodian or any of their respective nominees to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and the forced vote Affected Shares, or causing a sale of all or part of such Shares if a sufficient disposal the Affected Shares), and (vi) each Owner or disposals holderBeneficial Owner of or Receipts shall, on behalf of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other HoldersCustodian, Beneficial Owners or holders of Sharesprovide information required by, (iv) that such Holderand comply with requests from the Issuer, to the extent it may legally do so, will provide such information as lies in its knowledge without further investigation that is requested by the Company under statutory provisions of English law Board or the ArticlesKiwi Shareholder to provide information pursuant to New Zealand law, the rules and requirements of the New Zealand Stock Exchange, and any other stock exchange on which requests may seekthe Shares are, or will be, quoted, traded or listed or the Constitution, including among other things, information in such form as the Issuer, the Board or the Kiwi Shareholder may request as to the capacity in which such Holder Receipts or the Shares representing such Receipts are owned or held, regarding the identity and address of any Personperson (including such Owner or holderBeneficial Owner of Receipts) having a Relevant Interest in Shares by virtue of an interest in such Receipts (such Personperson or Personspersons hereinafter being referred to as a "Beneficial Owner holds ADRs Holder") and the nature and extent of the Interests interest of such Beneficial Holder, and such other particulars as will or are likely to assist in identifying a Beneficial Holder or Beneficial Owner or other persons with a Relevant Interest in the Shares underlying such Holders' ADRs and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give any reason therefor and nature of that the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company or to any other person in acting or not taking action under or pursuant to such provisions of the ArticlesRelevant Interest.

Restrictions upon Ownership. (a) The Holders Notwithstanding any contrary provision of this Deposit Agreement, each Holder acknowledges and Beneficial Owners of ADRs acknowledge and agree agrees (i) that each ADRReceipt, and the terms upon which it is held by such Holders and Beneficial OwnersHolder, is are subject to and governed by the Articles (and the provisions of Association this clause (i) shall apply notwithstanding any other provision of this Deposit Agreement to the Company (the "Articles"contrary), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs ’s Receipts represent an Interest interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRsReceipts, (iii) that so long as the Articles provide a means by which the Company may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons interest (as defined in the Articles and including, without limitation, non-United Kingdom nationalsArticles) which a person may have in shares of the Company which carry the right to cast votes on a poll to less than 15 percent (15%) (or such relevant share capital other percentage as may from time to time be provided in the Articles) of the total votes attaching to Relevant Share Capital (as defined in the Articles) of all classes (taken as a whole) and capable of being cast on a poll (the "Foreign Interest “Limitation"”), such Holder and Beneficial Owner any other person having such an interest in such Receipts will be he bound by the Foreign Interest limitation Limitation and the Directors have Company has a duty under the Articles to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation limitation against such Holder and Beneficial Owner under the Articles (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and ’s Receipts or the forced sale of all or part of such Shares if a sufficient disposal or disposals of or of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other HoldersShares), Beneficial Owners or holders of Shares, and (iv) that such Holder, to the extent it may legally do so, Holder will provide such information as lies in its knowledge without further investigation that is requested by required by, and comply with requests from the Company under to provide information made under, statutory provisions of English law or the Articles, which requests may seekincluding, among other things, information as to the capacity in which such Holder or Beneficial Owner holds ADRs owns Receipts and regarding the identity of any other person having such an interest in such Receipts and the nature and extent of the Interests interests of such Holder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company or to any other person in acting or not taking action under or pursuant to such provisions of the Articlesperson.

Restrictions upon Ownership. (a) The Holders Each Owner and Beneficial Owners Owner of ADRs acknowledge Receipts acknowledges and agree agrees that (i) that each ADRShare, and the terms upon which it is held by such Holders and Beneficial Ownersthe Depositary, is subject to and governed by the Articles Constitution and the provisions of Association Paragraph (9) of this Receipt and Section 3.4 of the Company (Deposit Agreement shall apply notwithstanding any other provision in this Receipt and the "Articles")Deposit Agreement to the contrary, (ii) that (except as otherwise provided in the Articles) Constitution, such Holder's ADRs Owners or Beneficial Owners Receipts represent an a Relevant Interest in Voting Shares (as defined in the ArticlesConstitution and hereinafter referred to as Shares for purposes of subparagraphs (a) in the Shares underlying such ADSs evidenced by ADRsto (g) of this Paragraph (9)) (iii), (iiia) that so long as no person shall have a Relevant Interest in 10 percent or more of the Articles provide a means by which the Company may, total Shares outstanding other than in accordance with the Articles, limit prior written approval of the Interests (as defined for this purpose in the Articles) that Relevant Persons Kiwi Shareholder (as defined in the Articles Constitution) and including, without limitation, non-United Kingdom nationals) may have in such relevant share capital the Board of Directors of the Company (the "Foreign Board) and (b) no person other than a New Zealand National (as defined in the Constitution) shall have a Relevant Interest in more than 49.9 percent of the total Shares outstanding, other than in accordance with the prior written approval of the Kiwi Shareholder (such limitations being hereinafter referred to collectively as the Limitation", and Shares designated by a notice described in subparagraph (d) herein as a Disenfranchisement Notice as being declared to be held in breach of the Limitation being hereinafter referred to as Affected Shares), such Holder and (iv) any Owner or Beneficial Owner will of Receipts or any other person shall be bound by the Foreign Interest limitation and Limitation, (v) the Directors have a duty to take action in certain circumstances and in accordance with Board and/or the Articles to Kiwi Shareholder may, under the Constitution, enforce the Foreign Interest Limitation against such Holder and Beneficial Owner the Depositary or the Custodian or any of their respective nominees (including, including without limitation, making provision for causing the withdrawal of the right of such Holder and Beneficial Owner the Depositary or the Custodian or any of their respective nominees to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and the forced vote Affected Shares, or causing a sale of all or part of such Shares if a sufficient disposal the Affected Shares), and (vi) each Owner or disposals Beneficial Owner of or Receipts shall, on behalf of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other HoldersCustodian, Beneficial Owners or holders of Sharesprovide information required by, (iv) that such Holderand comply with requests from the Company, to the extent it may legally do so, will provide such information as lies in its knowledge without further investigation that is requested by the Company under statutory provisions of English law Board or the ArticlesKiwi Shareholder to provide information pursuant to New Zealand law, the rules and requirements of the New Zealand Stock Exchange, and any other stock exchange on which requests may seekthe Shares are, or will be, quoted, traded or listed or the Constitution, including among other things, information in such form as the Company, the Board or the Kiwi Shareholder may request as to the capacity in which such Holder Receipts or the Shares representing such Receipts are owned or held, regarding the identity and address of any person (including such Owner or Beneficial Owner holds ADRs of Receipts) having a Relevant Interest in Shares by virtue of an interest in such Receipts (such person or persons hereinafter being referred to as a Beneficial Holder) and the nature and extent of the Interests interest of such Beneficial Holder, and such other particulars as will or are likely to assist in identifying a Beneficial Holder with a Relevant Interest in Shares and the nature of that Relevant Interest. (b) Every Owner and Beneficial Owner of Receipts to whom a request is made in accordance with the provisions of subparagraph (a)(vi) shall ensure that the Depositary is informed in writing of all relevant information concerning whether one or more persons have or may have a Relevant Interest in Shares by virtue of an interest in Receipts. The Depositary shall forthwith pass on all such information to the Company, unless otherwise instructed in writing by the Company. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company, and at the Companys expense, any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary. (c) If the Depositary or its nominee (or the Custodian or any nominee of the Custodian) receives a notice that the Board or the Kiwi Shareholder intends to declare that certain Shares are Affected Shares, then the Depositary shall send a copy of such notice to the Beneficial Holder specified. Such notice is hereafter referred to as an Intention Notice. If the Board or the Kiwi Shareholder does not specify a particular Beneficial Holder, then such Intention Notice shall apply to every Owner and the Depositary shall forward such notice to every Owner. Any Owner or Beneficial Owner of Receipts or a person nominated by an Owner or Beneficial Owner of Receipts may make representations to the Board or the Kiwi Shareholder (as the case may be) for and on behalf of the Depositary or the Custodian as the registered Shareholder as to why such Shares should not be treated as Affected Shares. (d) If the Depositary or its nominee (or the Custodian or any nominee of the Custodian) as registered holder of any Shares receives a notice from the Board or the Kiwi Shareholder pursuant to the Constitution stating that some or all of the Shares have been declared to be Affected Shares, (such notice being hereinafter referred to as a Disenfranchisement Notice) then the Depositary shall take the actions as set forth in subparagraph (e) of this Paragraph (9). The Company shall take all reasonable steps to identify the Beneficial Holder who has a Relevant Interest in Shares in breach of the Limitation and shall consult with the Depositary prior to forwarding such Disenfranchisement Notice. (e) Following the receipt of a Disenfranchisement Notice, the Depositary shall give notice to each Beneficial Holder whose name and address is specified in a Disenfranchisement Notice, of the action that is to be taken under subparagraph (e) hereof and of the relevant matters provided for in this Paragraph (9) and, if such Beneficial Holder is specified in the Disenfranchisement Notice, include in the notice that such Beneficial Holder must also act in accordance with subparagraph (f) hereof, and the Depositary shall also deny the voting instruction rights attaching to any Receipt which represents Affected Shares (a Relevant Receipt) to the extent that the voting rights attaching to Affected Shares represented by a Relevant Receipt are denied to the Depositary or the Custodian or their respective nominees as notified in the Disenfranchisement Notice. If a Disenfranchisement Notice does not specify the name and address of a Beneficial Holder then the Depositary shall give such notice to all Owners and deny voting instruction rights pro rata as to all outstanding Receipts. (f) In the event a Beneficial Holder receives a notification that he has an interest in Shares which are declared to be Affected Shares, he shall immediately take all such steps as may be required to become the registered Owner of the Relevant Receipts on the books of the Depositary. (g) (i) If the Disenfranchisement Notice does not state the number of Shares to which it applies, then the total number of the Shares represented by the total number of Receipts held by a named Beneficial Holder shall be deemed to be Affected Shares (ii) if the Disenfranchisement Notice identifies the number of Affected Shares and relates them to one or more specified Beneficial Holders, then the provisions of this Paragraph (9) shall apply to the number of Receipts in the name of each such specified Beneficial Holder or Beneficial Owner Holders representing that number of Affected Shares, and (iii) neither the Board nor the Kiwi Shareholder shall be under any obligation to make any statement in a Disenfranchisement Notice concerning the matters referred to in this subparagraph (g), but the Board or Kiwi Shareholder may make a statement in the Disenfranchisement Notice which combines the effect of the matters set forth above. (h) Under the Constitution the Board and the Kiwi Shareholder have the authority to sell the Affected Shares for the account of the registered holder. Prior to selling such Affected Shares the Company shall consult with the Depositary. In addition, if the Company becomes aware that the Kiwi Shareholder is intending to sell such Affected Shares, the Company will request that the Kiwi Shareholder consult with the Depositary. If any Shares underlying any Relevant Receipt are sold by the Board or the Kiwi Shareholder, in accordance with such authority, such Relevant Receipt shall thenceforth represent only the right to receive any cash received by the Depositary in respect thereof, less the fees of the Depositary for cancellation of such Relevant Receipt and any expenses incurred or paid by the Depositary in distributing such cash to the Beneficial Holder of such Receipt, plus any unsold Shares and other persons property otherwise unaffected by this Paragraph (9). The Board shall notify the Depositary forthwith upon the sale of any Affected Shares by it and shall request the Kiwi Shareholder to make such a notification upon the sale of any Affected Shares by the Kiwi Shareholder (a Sale Notification) and upon the settlement of such sale shall send to the Depositary the cash proceeds of any such sale, net of the expenses of such sale and transmittal. The Depositary shall give notice of such sale forthwith upon receipt of the Sale Notification to any Beneficial Holder whose name and address is specified in such Sale Notification as having an interest in the Shares underlying sold or if no Beneficial Holder is so specified then to all Owners. Forthwith upon receipt of such Holders' ADRs notice, such Beneficial Holder shall surrender the Relevant Receipt for cancellation and, if applicable, issuance of a new Receipt. The Depositary shall, upon (1) receipt of the cash proceeds, and (v2) surrender of the Relevant Receipt for cancellation, send such net amount of cash (less any applicable fees and expenses of the Depositary) and issue and forward with such net cash a new Receipt representing any unsold deposited Shares and other property otherwise unaffected to the Owner of the Receipt surrendered. Upon issuance of a new Receipt, the Depositary shall simultaneously cancel on its books the Receipts surrendered. (i) The Company agrees with the Depositary that the Articles provide Board shall not sell any Affected Shares as described in Paragraph (9)(h) hereof and Section 3.4(h) of the Deposit Agreement, and further agrees with the Depositary to use its reasonable efforts to obtain the consent of the Kiwi Shareholder not to sell any Affected Shares as so described, without in each case first delivering to the Depositary a notice which specifies the number of Affected Shares and the name and address of the Beneficial Holder of the relevant Receipts. In the event that upon the sale of Affected Shares by the Kiwi Shareholder the Depositary has not received a notice which identifies a specific Beneficial Holder, then the Depositary shall immediately thereafter: (1)notify all Owners that their Receipts, on and after the date of such sale of Affected Shares, represent their prorata share of the remaining deposited Shares specifying the amount of Shares represented by each American Depositary Share outstanding on and after such date and on and after such date each American Depositary Share shall represent such number of Shares (2)upon receipt of the cash proceeds of any such sale of Affected Shares, distribute such cash proceeds pro rata to all Owners and otherwise in accordance with Sections 4.1 and 4.6 of the Deposit Agreement and (3)upon surrender of any Receipt on and after such date, subject to the provisions of this Receipt and the Deposit Agreement, deliver the amount of Shares per American Depositary Share surrendered as specified in the notice described in (1) above. (j) The Depositary and each Owner and Beneficial Owner of Receipts agrees with the Company for itself and for the Board and the Kiwi Shareholder to take every reasonable step in accordance with any Intention Notice, Disenfranchisement Notice, Sale Notification or any other notice or request issued pursuant to this Paragraph (9) to ensure that the provisions of this Paragraph (9) are effective, together with any notice issued by the Board or the Kiwi Shareholder which modifies or withdraws a notice or request formerly issued, forthwith upon its receipt provided however that, no such notice may materially increase the Depositarys duties under the Deposit Agreement and under the Deposit Agreement without its written consent unless such duties are contemplated under the Deposit Agreement and under the Deposit Agreement expressly or by necessary implication. (k) Except to the extent (if at all) as is provided in the Constitution, the Board and the Kiwi Shareholder shall be under no obligation to give, modify or withdraw a Disenfranchisement Notice and shall have no liability whatsoever to any Person in respect of any of the foregoing. Nothing in either this Receipt (including this Paragraph (9)) or the Deposit Agreement (including Section 3.4 of the Deposit Agreement) shall limit any right or remedy which the Company, the Board and Kiwi Shareholder may have under the Constitution or under any law. (l) Any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors Company, the Board, the Kiwi Shareholder or the Depositary under or pursuant to the provisions of the Articles concerning the Foreign Interest Limitation Constitution or this Paragraph (9) shall be final and conclusive and not open to challenge binding on any Owner, Beneficial Owner of a Receipt or other person thereby affected and the Directors shall not be obliged open to challenge, whether as to its validity or otherwise, or on any ground whatsoever. Neither the Company, the Board, the Kiwi Shareholder, the Depositary, the Custodian, the Registrar nor the Foreign Registrar shall have any liability whatsoever to any such Owner, Beneficial Owner of a Receipt or person, including but not limited to any Beneficial Holder, who fails to act in accordance with such provisions or who is affected by any decision or exercise of any discretion or power by the Company, the Board, the Kiwi Shareholder, the Depositary, the Custodian, the Registrar or the Foreign Registrar. (m) Under New Zealand law, persons who hold a relevant interest (as defined in the Securities Markets Act 1988 (New Zealand)) in 5% or more of the securities of the Company (including persons who hold such an interest through the holding of Receipts) are required to give any reason therefor written notice of their interest and that the Directors shall, so long as they act reasonably and certain changes in good faith, be under no liability their interest to the Company, and to the New Zealand Stock Exchange as soon as the person knows or ought to know of their relevant interest exceeding the 5% threshold or the change. Disclosure to the Australian Stock Exchange and the Company is also required in similar circumstances by the Corporations Act 2001 (Australia). If any Owner or Beneficial Owner fails to any other person in acting or not taking action under or pursuant to such provisions comply with the requirements of the ArticlesSecurities Markets Act 1988 (New Zealand) or Part 6C of the Corporations Act 2001 (Australia), any penalty attaching to the Shares held under this Agreement shall apply (with all necessary changes) to rights attaching to the Receipts evidencing American Depositary Shares representing such Shares. 10.

Restrictions upon Ownership. (a) The Holders Each Holder acknowledges and Beneficial Owners of ADRs acknowledge and agree agrees (i) that each ADRAmerican Depositary Share, and the terms upon which it is held by such Holders and Beneficial OwnersHolder, is are subject to the Articles of Association of the Company (the "Articles"), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs American Depositary Shares represent an Interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRsAmerican Depositary Shares, (iii) that so long as the Articles provide a means by which the Company Issuer or the Directors may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons extent to which Affected Holders (as defined in the Articles and including, without limitation, non-United Kingdom European Union nationals) may have Interests in such relevant share capital the Shares and the exercise of rights by Affected Holders in relation to Shares (the "Foreign Interest Limitation"), such Holder and Beneficial Owner will be bound by the Foreign Interest limitation Limitation (and all related provisions of the Articles) and the Directors have a duty to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and American Depositary Shares and/or the forced sale of all or part of such Shares or the Interests held therein (including Interests held through American Depositary Shares) if a sufficient disposal or disposals of Shares or of Interests in such Shares therein has not been made to the Directors' satisfaction within 21 days (or such longer period as the Directors consider reasonable) after service upon the Depositary (or its nominee nominee), the Custodian (or its nominee) or the Holder of a notice requiring such disposal) or against other Holders, Beneficial Owners Holders or holders of Shares, (iv) that such Holder, to the extent it may legally do so, will provide such information as lies in with its knowledge without further investigation that is requested by the Company Issuer under statutory provisions of English Irish law or the Articles, which requests may seekinclude, among other thingswithout limitation, information as to the capacity in which such Holder or Beneficial Owner holds ADRs American Depositary Shares and the nature and extent of the Interests of such Holder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs Holder's American Depositary Shares and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning relating to the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company Issuer or to any other person in acting or not taking action under or pursuant to such provisions of the ArticlesArticles or for any erroneous determination made by them in exercise of their powers under such provisions.