Common use of Voting; Consents and Proxies Clause in Contracts

Voting; Consents and Proxies. (a) Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the Holders of Deposited Securities are entitled to vote, or of a solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix a record date for the Depositary Receipts (the “Record Date”), which shall be as near as practicable to the record date fixed by the Company, in respect of such meeting or solicitation. Either the Company or the Depositary, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary of at least 30 days’ prior to the date of such vote or meeting), shall distribute by mail, or such other means and manner as may be mutually agreed between Depositary and the Company, at the Company’s expense and provided no legal prohibitions exist: to the Holders of record on the Record Date, (i) such information as is contained in such notice of meeting or in the solicitation materials, (ii) a statement that each such Holder at the close of business on the Record Date will be entitled, subject to any Applicable Legislation, the Company’s constituent documents and the provisions of or governing the Deposited Securities, to provide voting instructions to the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by their respective Depositary Receipts, and (iii) a brief statement as to the manner in which voting instructions may be given to the Depositary. Upon the actual receipt by the Depositary of the written instructions of a Holder of record on the Record Date, in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavour, insofar as practicable and permitted under Applicable Legislation, the provisions of the Company’s constituent documents and the provisions of or governing the Deposited Securities, to cause the Deposited Securities to be voted on in accordance with such instructions. Each Holder shall, for the avoidance of doubt, only be entitled to provide voting instructions in respect of each whole (and not fractional) Deposited Security represented by the Depositary Receipts held by such Holder on the applicable Record Date.

Voting; Consents and Proxies. (a) Subject The Depositary on behalf of the Custodian, the nominee in whose name the Deposited Securities are registered, subject to and in accordance with the next sentence, constituent documents of the Company hereby appoints each Initial Holder as soon its proxy and attorney (by means of the form of power of attorney attached as practicable after receipt Schedule 5 in respect of notice the Deposited Securities represented by the Depositary Receipt(s) held by such Initial Holder on the record date fixed by the Company in respect of any meeting or, for purposes of calling a meeting, on the date that notice of such meeting is issued by such Initial Holder, to call, attend, vote and speak at any meeting (or any adjournment thereof) at which the Holders holders of Deposited Securities are entitled to vote, or . Each such proxy and/or power of a solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix a record date for the Depositary Receipts (the “Record Date”), which attorney shall be as near as practicable to the record date fixed by the Company, in respect of such meeting or solicitation. Either the Company or the Depositary, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary of at least 30 days’ prior to the date of such vote or meeting), shall distribute by mail, or such other means non-transferable and manner as may be mutually agreed between Depositary and the Company, at the Company’s expense and provided no legal prohibitions exist: to the Holders of record on the Record Date, (i) such information as is contained in such notice of meeting or in the solicitation materials, (ii) a statement that each such Holder at the close of business on the Record Date will be entitled, subject to any Applicable Legislation, the Company’s constituent documents and the provisions of or governing the Deposited Securities, to provide voting instructions to the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by their respective Depositary Receiptsnon-assignable, and (iii) a brief statement as no such grant of proxy and/or power of attorney shall confer any right to the manner in which voting instructions may be given to the Depositary. Upon the actual receipt by the Depositary of the written instructions of a Holder of record on the Record Date, in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavour, insofar as practicable and permitted under Applicable Legislation, the provisions of the Company’s constituent documents and the provisions of or governing the Deposited Securities, to cause the Deposited Securities to be voted on in accordance with such instructionsappoint substitute proxies thereunder. Each Initial Holder shall, for the avoidance of doubt, only be entitled to provide voting instructions attend, vote and speak at a meeting described above in respect of each whole (and not fractional) Deposited Security represented by the Depositary Receipts held by such Initial Holder on the applicable Record Daterecord date. The Depositary shall cause the Custodian, the nominee in whose name the Deposited Securities are registered, from time to time to execute (in a commercially reasonable time following request by, and at the expense of, an Initial Holder) such confirmations and documentation of such grant of proxy as may be reasonably required to give effect to the same under the Company’s constitutional documents and Applicable Legislation. The Company represents and warrants that any proxy and/or power of attorney granted pursuant to this Section 8.6(a) will not result in a violation of the laws, rules, or regulations or England and Wales or the Company’s constitutional documents, and each such proxy and/or power of attorney will be given effect under the laws, rules and regulations of England and Wales.