AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Amended and Restated Deposit Agreement Dated as of December __, 2005Deposit Agreement • December 2nd, 2005 • Scottish & Southern Energy PLC /Fi • New York
WHEREAS, the Company has established an ADR facility to provide for the deposit of the Shares and the creation of American depositary shares representing the Shares so deposited pursuant to the Deposit Agreement, dated as of December 18, 1991 in relation to the American Depositary Receipt program (the "Old Deposit Agreement"), by and among the Company, The Bank of New York and all Holders from time to time of American depositary receipts ("Old Receipts") issued thereunder;
FORM OF FACE OF RECEIPT]Deposit Agreement • March 30th, 2004 • Scottish & Southern Energy PLC /Fi • New York
AS PROVIDED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THE DEPOSIT AGREEMENT, THIS RECEIPT IS SUBJECT TO CERTAIN RESTRICTIONS CONCERNING INTERESTS IN SHARES OR AMERICAN DEPOSITARY SHARES REPRESENTING 15% OR MORE OF THE RELEVANT SHARE CAPITAL OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES THE VOTING RIGHTS ATTACHING TO THE SHARES UNDERLYING THIS RECEIPT MAY BE WITHDRAWN AND CONSEQUENTLY THE HOLDER OF THIS RECEIPT MAY NOT BE ENTITLED TO DIRECT THE VOTING OF SOME OR ALL OF THE UNDERLYING DEPOSITED SECURITIES AND SOME OR ALL OF THE UNDERLYING DEPOSITED SECURITIES MAY BE SOLD, IN WHICH CASE THIS RECEIPT WILL ENTITLE THE HOLDER TO (A) THE PROCEEDS OF SUCH SALE, LESS TAXES AND EXPENSES, AND (B) ANY UNSOLD DEPOSITED SECURITIES. SEE PARAGRAPHS (20) AND (21) HEREOF.
