Common use of WITHDRAWAL OF DEPOSITED PROPERTY Clause in Contracts

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property underlying any Depositary Receipts upon receipt of the relevant Certificate(s) by the Depositary at the specified address of the Depositary or as otherwise agreed and any such additional evidence of the entitlement of the Holder to the relevant Depositary Receipts as the Depositary may reasonably require, accompanied by: (a) a duly executed order with a Medallion Signature Guarantee (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered to the specified address of the Custodian, or (at the request, risk and expense of the Holder and only if permitted by Applicable Legislation from time to time) at the specified office of the Depositary or to the person(s) designated in such order or as otherwise agreed; (b) the payment of such fees, Taxes, charges and expenses as are required to be paid to the Depositary under this Deposit Agreement; and (c) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislation. 9.2 Upon the production of such documentation and the making of such payments in accordance with Section 9.1, the Depositary will direct the Custodian, to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: (a) evidence of a transfer in respect of the relevant Deposited Property by the Custodian, and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislation, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDER. 9.3 In respect of such transfer of Deposited Property: (a) the Depositary shall be entitled to deliver to the transferee (the “Transferee”), in lieu of the relevant Deposited Securities to which the Transferee is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that are substituted by the Company for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result of any corporate event or transaction of or affecting the Company; and (b) without prejudice to the generality of Section 9.3(a), where the Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register or the Depositary Receipt Register is closed. 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange Commission. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property underlying attributable to any Depositary Receipts upon receipt of the relevant Certificate(s) by the Depositary at the specified address of the Depositary or as otherwise agreed and any such additional evidence of the entitlement of the Holder to the relevant Depositary Receipts as the Depositary may reasonably require, accompanied by: (a) a duly executed order with a Medallion Signature Guarantee (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered to the specified address of the Custodian, or (at the request, risk and expense of the Holder and only if permitted by Applicable Legislation applicable law from time to time) at the specified office of the Depositary or to the person(s) designated in such order or as otherwise agreed;; and (b) the payment of such fees, Taxestaxes, duties, charges and expenses as are may be required to be paid to the Depositary under this Deposit Agreement; and (c) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislation. 9.2 Upon the production of such documentation and the making of such payments in accordance with Section 9.1, the Depositary will direct the Custodian, to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: (a) evidence of a transfer in respect of the relevant Deposited Property by the Custodian, and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislationapplicable law, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDER. 9.3 In respect of such transfer of Deposited Property: (a) provided that the Depositary shall be entitled to deliver to (at the transferee (the “Transferee”)request, in lieu of the relevant Deposited Securities to which the Transferee is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that are substituted by the Company for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result risk and expense of any corporate event or transaction of or affecting the Company; and (b) without prejudice to the generality of Section 9.3(a), where the Holder so surrendering a Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register or the Depositary Receipt Register is closed. 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange Commission. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.Receipts):

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property underlying any Depositary Receipts upon receipt of the relevant Certificate(s) by the Depositary at the specified address of the Depositary or as otherwise agreed and any such additional evidence of the entitlement of the Holder to the relevant Depositary Receipts as the Depositary may reasonably require, accompanied by: (a) a duly executed order with a Medallion Signature Guarantee (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered to the specified address of the Custodian, or (at the request, risk and expense of the Holder and only if permitted by Applicable Legislation from time to time) at the specified office of the Depositary or to the person(s) designated in such order or as otherwise agreed; (b) the payment of such fees, Taxestaxes, duties, charges and expenses as are may be required to be paid to the Depositary under this Deposit Agreement; and (c) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislation. 9.2 Upon the production of such documentation and the making of such payments in accordance with Section 9.1, the Depositary will direct the Custodian, to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: (a) evidence of a transfer in respect of the relevant Deposited Property by the Custodian, and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislation, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDER., 9.3 In respect of such transfer of Deposited Property: (a) the Depositary shall be entitled to deliver to the transferee (the “"Transferee”"), in lieu of the relevant Deposited Securities to which the Transferee is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that which are substituted by the Company for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result of any corporate event or transaction of or affecting the Company; and (b) without prejudice to the generality of Section 9.3(a), where the Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register (or applicable portion thereof) or the Depositary Receipt Register is closed. 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Deposit Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange CommissionComputershare. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The Holder may request withdrawal of, and the Depositary shall thereupon relinquish, Holders of ADRs will be entitled to withdraw the Deposited Property underlying at any Depositary Receipts upon receipt time subject only to (i) temporary delays caused by closing the transfer books of the relevant Certificate(sDepositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) by the payment of fees, taxes and similar charges, and (iii) compliance with any laws or governmental regulations relating to the ADRs or the withdrawal of Deposited Property upon surrender of the ADRs at the Depositary's New York office and upon payment of any fees, expenses, taxes or governmental charges as provided in the Deposit Agreement, subject to the terms of the Deposit Agreement and paragraphs (4) and (5) hereof, upon surrender of this ADR in form satisfactory to the Depositary at the specified address Transfer Office, the Holder hereof is entitled to delivery at the Custodian's office of the Depositary or as otherwise agreed Deposited Property at the time represented by the ADSs evidenced by this APR. In connection with any surrender of an ADR for withdrawal and any such additional evidence the delivery of the entitlement of Deposited Property represented by the Holder to the relevant Depositary Receipts as ADSs evidenced thereby, the Depositary may reasonably require, accompanied by: require proper endorsement in blank of such ADR (a) a or duly executed instruments of transfer thereof in blank) and the Holder's written order with (a Medallion Signature Guarantee (in a form approved by the Depositary"Withdrawal Order") requesting directing the Depositary to cause the Deposited Property being withdrawn represented by the ADSs evidenced by such ADR to be withdrawn and delivered to the specified address of the Custodianto, or (at upon the written order of, any person designated in such order. At the request, risk and expense of the Holder and only if permitted by Applicable Legislation from time to time) at the specified office of hereof, the Depositary may deliver such Deposited Property at such other place as may have been requested by the Holder, subject to applicable laws in England and Wales. Delivery of Deposited Property may be made by the delivery of certificates (which, if required by law shall be properly endorsed or to accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the person(s) designated in name of such order Holder or as otherwise agreed; (bordered by such Holder in any Withdrawal Order) the payment of or by such fees, Taxes, charges and expenses as are required to be paid to the Depositary under this Deposit Agreement; and (c) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information other means as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislationpracticable. 9.2 Upon the production of such documentation and the making of such payments in accordance with Section 9.1, the Depositary will direct the Custodian, to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: (a) evidence of a transfer in respect of the relevant Deposited Property by the Custodian, and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislation, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDER. 9.3 In respect of such transfer of Deposited Property: (a) the Depositary shall be entitled to deliver to the transferee (the “Transferee”), in lieu of the relevant Deposited Securities to which the Transferee is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that are substituted by the Company for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result of any corporate event or transaction of or affecting the Company; and (b) without prejudice to the generality of Section 9.3(a), where the Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register or the Depositary Receipt Register is closed. 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange Commission. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property underlying attributable to any Depositary Receipts upon receipt by the Depositary of the relevant Certificate(s) by the Depositary ), at the specified address of the Depositary or as otherwise agreed and any such additional evidence of the entitlement of the Holder notified in advance to the relevant Depositary Receipts as the Depositary may reasonably requireHolder, accompanied by: (a) a duly executed order and completed Depositary Receipt Withdrawal and Transfer Form with a Medallion Signature Guarantee (in a form approved by the Depositary) requesting instructing the Depositary to cause the Deposited Property being withdrawn to be delivered to the Holder at (or, to the extent in book-entry form, from) the specified address of the Custodian, or (at the request, risk and expense of the Holder and only if permitted by Applicable Legislation from time to time) at the specified office of the Depositary or to the person(s) Client or Cede & Co., as nominee for DTC, in each case as designated in such order the Depositary Receipt Withdrawal and Transfer Form or as otherwise agreednotified in advance to the Holder; (b) the payment of such fees, Taxestaxes, duties, charges and expenses as are may be required to be paid to the Depositary under this Deposit Agreement; (c) a legal opinion by U.S. legal advisers reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be transferred, offered and sold pursuant to an effective registration statement filed under the Securities Act or without registration under the Securities Act, and dealing with such other reasonable issues as may be requested by Computershare; and (cd) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislation. 9.2 Upon the production of such documentation and the making of such payments in accordance with Section 9.1, the Depositary will cancel such Depositary Receipts and direct the CustodianCustodian to (i) deliver the relevant Deposited Property at or from the applicable location under Section 9.1(a), to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: Depositary Receipt Withdrawal and Transfer Form, and (aii) provide evidence of a transfer in respect of the relevant Deposited Property by the Custodian, such cancellation and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislation, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDERdelivery. 9.3 In respect of such transfer of Deposited Property: (a) the Depositary shall be entitled to deliver to the transferee (the “Transferee”), in lieu of the relevant Deposited Securities to which the Transferee he is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that which are substituted by the Company Client for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result of any corporate event or transaction of or affecting the CompanyClient; and (b) without prejudice to the generality of Section 9.3(a), where the Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed assented Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed assented Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfertransfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register or the Depositary Receipt Register is closed, provided that if any such closure is in effect at the time the Holder submits a request for withdrawal of Deposited Securities, the Depositary will promptly notify the Holder of such closure, and shall execute the transfer request without unreasonable delay after the Depositary Receipt Register re-opens or the Depositary receives notification that the Share Register has re-opened (as the case may be). 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Deposit Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders Client shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder the Client agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange Commission. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.

WITHDRAWAL OF DEPOSITED PROPERTY. 9.1 The A Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property underlying attributable to any Depositary Receipts upon receipt of the relevant Certificate(s) by the Depositary at the specified address of the Depositary or as otherwise agreed and any such additional evidence of the entitlement of the Holder to the relevant Depositary Receipts as the Depositary may reasonably requireagreed, accompanied by: (a) a duly executed order with a Medallion Signature Guarantee (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered to the specified address of the Custodian, or (at the request, risk and expense of the Holder and only if permitted by Applicable Legislation from time to time) at the specified office of the Depositary or to the person(s) designated in such order or as otherwise agreed; (b) the payment of such fees, Taxes, charges and expenses as are required to be paid to the Depositary under this Deposit Agreement; and (c) such proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to such person’s identity and such further documents and information as the Depositary may deem reasonably necessary, appropriate or otherwise desirable for the administration or implementation of this Deposit Agreement in accordance with Applicable Legislation. 9.2 Upon the production of such documentation and the making of such payments payments, if required, in accordance with Section 9.1, the Depositary will direct the Custodian, to deliver at the specified office of the Depositary, or to the order in writing of the person(s) designated in the accompanying order: : (a) evidence of a transfer in respect of the relevant Deposited Property by the Custodian, and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof and as appropriate, evidence of the cancellation of the relevant Depositary Receipts; and and (b) all other property forming part of the relevant Deposited Property attributable to Depositary Receipts, accompanied, if required by the Articles of Association or Applicable Legislation, by one or more duly executed endorsements or instruments of transfer in respect thereof, PROVIDED THAT THE DEPOSITARY (AT THE REQUEST, RISK AND EXPENSE OF ANY HOLDER SO SURRENDERING DEPOSITARY RECEIPTS) MAY DELIVER OR CAUSE THE CUSTODIAN TO DELIVER THE ITEMS REFERRED TO IN SECTIONS 9.2(A) AND 9.2(B) AT SUCH OTHER PLACE OR TO SUCH OTHER PERSON AS MAY BE DESIGNATED BY THE SURRENDERING HOLDER IN THE RELEVANT ORDER., 9.3 In respect of such transfer of Deposited Property: : (a) the Depositary shall be entitled to deliver to the transferee (the “"Transferee”"), in lieu of the relevant Deposited Securities to which the Transferee it is entitled, any securities into which such Deposited Securities have been converted, sub-divided or consolidated, any securities that which are substituted by the Company for such Deposited Securities or any proceeds and/or securities received or issued in lieu of such Deposited Securities as a result of any corporate event or transaction of or affecting the Company; and (b) without prejudice to the generality of Section 9.3(a), where the Depositary has at the direction of the Holder tendered, exchanged or otherwise conveyed Deposited Securities to a third party pursuant to a tender offer, exchange offer or other transaction, the Depositary shall deliver to the Transferee in question the proceeds and/or securities received in respect of the tendered, exchanged or otherwise conveyed Deposited Securities underlying the Depositary Receipts being withdrawn, in lieu of such Deposited Securities; in each case as soon as practicable following receipt if the same have not been received by the effective date of the Transfer. 9.4 Notwithstanding any other provisions of this Section 9, the Depositary shall not be required to make arrangements for the transfer of Company Securities during any period when the Share Register or the Depositary Receipt Register is closed. . 9.5 Deposited Property shall be delivered by the Depositary to any person only under the circumstances expressly contemplated in this Deposit Agreement, and the Depositary shall not be liable to a Holder or a Transferee if, under the terms hereof, any Deposited Property is not or cannot be delivered to or to the order of a Transferee. 9.6 The Holders shall be liable for any reasonable and documented costs (which shall include, but shall not be limited to, any applicable notary fees) incurred in carrying out a transfer of Depositary Receipts and each Holder agrees to indemnify the Depositary for any such costs incurred and the Depositary shall not be obliged to effect any transfer unless it has been provided in cleared funds for such costs to its reasonable satisfaction. 9.7 The Depositary shall only be obliged to deliver Company Securities or other Deposited Property to the extent Company Securities or such other Deposited Property are then held by the Custodian or the Depositary or by their respective agents under this Deposit Agreement. 9.8 Notwithstanding the withdrawal of Deposited Securities under this Section 9, income distributions attributable thereto shall be governed by Section 8. 9.9 Any person requesting cancellation of Depositary Receipts may be required by the Depositary to furnish it with (i) a legal opinion by U.S. legal counsel reasonably acceptable to Computershare to the effect that such Depositary Receipts and the Company Securities represented thereby may be offered and sold without registration under the Securities Act pursuant to an applicable exemption from the registration requirements thereof, and dealing with such other reasonable issues as may be requested by Computershare or (ii) evidence reasonably satisfactory to the Depositary that the offer and sale of such Company Securities has been duly registered pursuant to an effective registration statement under the Securities Act and no stop order suspending the effectiveness of such registration statement has been issued, and to such person’s knowledge no proceedings therefor have been initiated or are pending by the U.S. Securities and Exchange Commission. 9.10 All Certificates surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Certificates so cancelled in accordance with its customary practices or Applicable Legislation.