Exhibit (a)(i)
Form of Amendment No. 1 to Amended and
Restated Deposit Agreement.
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AKTIEBOLAGET SKF
AND
CITIBANK, N.A.,
As Depositary,
AND
ALL HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
OUTSTANDING UNDER THE TERMS OF THE
AMENDED AND RESTATED DEPOSIT AGREEMENT,
DATED AS OF DECEMBER 7, 1999
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Amendment No. 1
to
Amended and Restated Deposit Agreement
--------------------------------------
Dated as of June __, 2007
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ARTICLE I DEFINITIONS ................................................................. 4
SECTION 1.01 Definitions. Unless otherwise specified in this Amendment,
all capitalized terms used, but not defined, herein shall have the
meanings given to such terms in the Amended and Restated Deposit Agreement ...... 4
SECTION 1.02 Effective Date. The term "Effective Date" shall mean the date
set forth above and as of which this Amendment shall become effective ........... 4
ARTICLE II AMENDMENTS TO DEPOSIT AGREEMENT ............................................ 4
SECTION 2.01 Deposit Agreement. All references in the Amended and Restated
Deposit Agreement to the terms "Deposit Agreement" shall, as of the
Effective Date, refer to the Amended and Restated Deposit Agreement, dated
as of December 7, 1999 as amended by this Amendment and as further amended
and supplemented after the Effective Date ....................................... 4
SECTION 2.02 Amendments Binding on all Holders. From and after the
Effective Date, the amendments to the Amended and Restated Deposit
Agreement effected hereby shall be binding on all Holders of ADSs issued
and outstanding as of the Effective Date and on all Holders of ADSs issued
after the Effective Date ........................................................ 4
SECTION 2.03 Deregistration of Securities. To reflect the termination of
the Company's registration of its securities under the Exchange Act, the
Amended and Restated Deposit Agreement is hereby amended as of the
Effective Date by deleting Section 4.11 Available Information Section in
its entirety and inserting the following in its stead: .......................... 5
ARTICLE III AMENDMENTS TO THE FORM OF ADR ............................................. 6
SECTION 3.01 ADR Amendment. The first sentence of paragraph (1) of the
form of ADR attached as Exhibit A to the Amended and Restated Deposit
Agreement and in each of the ADRs issued and outstanding under the terms
of the Amended and Restated Deposit Agreement is hereby amended as of the
Effective Date by deleting such sentence in its entirety and inserting the
following in its stead: ......................................................... 6
SECTION 3.02 Deregistration of Securities. To reflect the termination of
the Company's registration of its securities under the Exchange Act, the
form of Receipt attached as Exhibit A to the Amended and Restated Deposit
Agreement and each of the Agreement is hereby amended as of the Effective
Date by deleting the first paragraph of Article (13) in its entirety and
inserting the following in its stead: ........................................... 6
ARTICLE IV REPRESENTATIONS AND WARRANTIES ............................................. 8
SECTION 4.01 Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders that: .............. 8
ARTICLE V MISCELLANEOUS ............................................................... 9
SECTION 5.01 New ADRs. From and after the Effective Date, the Depositary
shall arrange to have new ADRs printed or amended that reflect the changes
to the form of ADR effected by this Amendment. All ADRs issued hereunder
after the Effective Date, once such new ADRs are available, whether upon
the deposit of Shares or other Deposited Securities or upon the transfer,
combination or split up of existing ADRs, shall be substantially in the
form of the specimen ADR attached as Exhibit A hereto. However, ADRs
issued prior or subsequent to the date hereof, which do not reflect the
changes to the form of ADR effected hereby, do not need to be called in
for exchange and may remain outstanding until such time as the Holders
thereof choose to surrender them for any reason under the Amended and
Restated Deposit Agreement. The Depositary is authorized and directed to
take any and all actions deemed necessary to effect the foregoing ............... 9
SECTION 5.02 Notice of Amendment to Holders of ADSs. The Depositary is
hereby directed to send notices informing the Holders of ADSs (i) of the
terms of this Amendment, (ii) of the Effective Date of this Amendment, and
(iii) that the Holder of ADRs shall be given the opportunity, but that it
is unnecessary, to substitute their ADRs with new ADRs reflecting the
changes effected by this Amendment, as provided in Section 5.01 hereof.
(iv) that copies of this Amendment may be retrieved from the Commission's
website at xxx.xxx.xxx and may be obtained from the Depositary and the
Company upon request. The notice to Holders of ADSs shall be substantially
in the form of Exhibit C attached hereto. The notice of deregistration to
be sent to Holders of ADSs is attached hereto as Exhibit C ...................... 9
SECTION 5.03 Indemnification. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and
officers) for any and liability it or they may incur as a result of the
terms of this Amendment and the transactions contemplated herein ................ 10
SECTION 5.04 Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Deposit Agreement as originally executed
shall remain in full force and effect ........................................... 10
SECTION 5.05 Governing Law. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be wholly performed in the State
of New York ..................................................................... 10
SECTION 5.06 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall be deemed an original, and all such
counterparts together shall constitute one and the same instrument .............. 10
2
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT dated as June
__, 2007 (the "Amendment"), by and among Aktiebolaget SKF, a corporation
organized and existing under the laws of the Kingdom of Sweden (the "Company"),
Citibank, N.A., a national banking association organized under the laws of the
United States of America (the "Depositary"), and all Holders from time to time
of American Depositary Shares evidenced by American Depositary Receipts
outstanding under the Amended and Restated Deposit Agreement, dated as of
December 7, 1999.
WITNESSETH THAT:
WHEREAS, the Company and the Depositary entered into that certain Amended
and Restated Deposit Agreement, dated as of December 7, 1999 (the "Deposit
Agreement"), for the creation of American Depositary Shares representing the
Shares (as defined in the Deposit Agreement) so deposited and for the execution
and delivery of American Depositary Receipts ("ADRs") in respect of the American
Depositary Shares; and
WHEREAS, the Company has terminated the registration of its securities
under the United States Securities and Exchange Act of 1934, as amended
("Exchange Act") and desires to (x) amend the Amended and Restated Deposit
Agreement, the ADRs currently outstanding and the form of ADR annexed to the
Amended and Restated Deposit Agreement to reflect such change, and (y) to give
notice thereof to all Holders (as defined in the Deposit Agreement) of ADSs; and
WHEREAS, pursuant to Section 6.01 of the Amended and Restated Deposit
Agreement, the Company and the Depositary deem it necessary and desirable to
amend the Amended and Restated Deposit Agreement, the ADRs currently outstanding
and the form of ADR annexed to the Amended and Restated Deposit Agreement as
Exhibit A for the purposes set forth herein;
3
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Amended and Restated Deposit Agreement, the ADRs
currently outstanding and the form of ADR annexed as Exhibit A to the Amended
and Restated Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. Unless otherwise specified in this Amendment,
all capitalized terms used, but not defined, herein shall have the meanings
given to such terms in the Amended and Restated Deposit Agreement. SECTION 1.02
Effective Date. The term "Effective Date" shall mean the date set forth above
and as of which this Amendment shall become effective.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION 2.01 Deposit Agreement. All references in the Amended and Restated
Deposit Agreement to the terms "Deposit Agreement" shall, as of the Effective
Date, refer to the Amended and Restated Deposit Agreement, dated as of December
7, 1999 as amended by this Amendment and as further amended and supplemented
after the Effective Date.
SECTION 2.02 Amendments Binding on all Holders. From and after the
Effective Date, the amendments to the Amended and Restated Deposit Agreement
effected hereby shall be binding on all Holders of ADSs issued and outstanding
as of the Effective Date and on all Holders of ADSs issued after the Effective
Date.
4
SECTION 2.03 Deregistration of Securities. To reflect the termination of
the Company's registration of its securities under the Exchange Act, the Amended
and Restated Deposit Agreement is hereby amended as of the Effective Date by
deleting Section 4.11 Available Information Section in its entirety and
inserting the following in its stead:
"Section 4.11 Available Information. The Company has been subject to the
periodic reporting requirements of the Exchange Act, and has filed certain
reports with, and submitted certain reports to, the Commission, which reports
can be retrieved from the Commission's internet website at xxx.xxx.xxx, and can
be inspected and copied at the public reference facilities maintained by the
Commission at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Company has filed
a Form 15F ("Form 15F") with the Commission, which has suspended the Company's
duty under the Exchange Act to file or submit the reports required under
Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of Form 15F,
the Company's duty to file or submit reports under Sections 13(a) or 15(d) of
the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b), the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through
an electronic information delivery system generally available to the public in
the Company's primary trading market, and to translate the information so
published into English in accordance with the instructions to Rule 12g3-2(e).
The Company has specified in Form 15F the internet website or the electronic
information delivery system on which it intends to publish such information. The
information so published by the Company cannot be retrieved from the
Commission's internet website, and cannot be inspected or copied at the public
5
reference facilities maintained by the Commission. If the Form 15F does not
become effective, the Company will again be subject to the periodic reporting
requirements of the Exchange Act and will be required to file with the
Commission, and submit to the Commission, certain reports that can be retrieved
from the Commission's internet website at xxx.xxx.xxx, and can be inspected and
copied at the public reference facilities maintained by the Commission."
ARTICLE III
AMENDMENTS TO THE FORM OF ADR
SECTION 3.01 ADR Amendment. The first sentence of paragraph (1) of the
form of ADR attached as Exhibit A to the Amended and Restated Deposit Agreement
and in each of the ADRs issued and outstanding under the terms of the Amended
and Restated Deposit Agreement is hereby amended as of the Effective Date by
deleting such sentence in its entirety and inserting the following in its stead:
"This American Depositary Receipt is one of an issue (herein called the
Receipts), all issued and to be issued upon the terms and conditions set forth
in the Amended and Restated Deposit Agreement, dated as of December 7, 1999, as
amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
of June __, 2007 (as so amended and as further amended and supplemented from
time to time, the "Deposit Agreement"), by and among the Company, the Depositary
and all Holders from time to time of American Depositary Shares evidenced by
Receipts issued thereunder, each of whom by accepting a Receipt becomes bound by
all the terms and provisions thereof."
SECTION 3.02 Deregistration of Securities. To reflect the termination of
the Company's registration of its securities under the Exchange Act, the form of
Receipt attached as Exhibit A to the Amended and Restated Deposit Agreement and
each of the Receipts issued and outstanding under the terms of the Amended and
Restated Deposit Agreement is hereby amended as of the Effective Date by
deleting the first paragraph of Article (13) in its entirety and inserting the
following in its stead:
6
"(13) Available Information. The Company has been subject to the periodic
reporting requirements of the Exchange Act, and has filed certain reports with,
and submitted certain reports to, the Commission, which reports can be retrieved
from the Commission's internet website at xxx.xxx.xxx, and can be inspected and
copied at the public reference facilities maintained by the Commission at 000 X
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Company has filed a Form 15F ("Form
15F") with the Commission, which has suspended the Company's duty under the
Exchange Act to file or submit the reports required under Sections 13(a) or
15(d) of the Exchange Act. Upon the effectiveness of Form 15F, the Company's
duty to file or submit reports under Sections 13(a) or 15(d) of the Exchange Act
will terminate and the Company will, pursuant to Rule 12g3-2(e)(1), receive the
exemption from the reporting obligations of the Exchange Act provided by Rule
12g3-2(b). In order to satisfy the conditions of Rule 12g3-2(b), the Company
intends to publish the information contemplated in Rule 12g3-2(b)(1)(iii) under
the Exchange Act on its internet website or through an electronic information
delivery system generally available to the public in the Company's primary
trading market, and to translate the information so published into English in
accordance with the instructions to Rule 12g3-2(e). The Company has specified in
Form 15F the internet website or the electronic information delivery system on
which it intends to publish such information. The information so published by
the Company cannot be retrieved from the Commission's internet website, and
cannot be inspected or copied at the public reference facilities maintained by
the Commission. If the Form 15F does not become effective, the Company will
again be subject to the periodic reporting requirements of the Exchange Act and
will be required to file with the Commission, and submit to the Commission,
certain reports that can be retrieved from the Commission's internet website at
xxx.xxx.xxx, and can be inspected and copied at the public reference facilities
maintained by the Commission."
7
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01 Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders that:
(a) This Amendment, when executed and delivered by the Company, and the
Amended and Restated Deposit Agreement and all other documentation executed and
delivered by the Company in connection therewith, will be and have been,
respectively, duly and validly authorized, executed and delivered by the
Company, and constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar
laws of general applicability relating to or affecting creditors' rights and to
general equity principles; and
(b) In order to ensure the legality, validity, enforceability or
admissibility into evidence of this Amendment or the Amended and Restated
Deposit Agreement as amended hereby, and other document furnished hereunder or
thereunder in the Kingdom of Sweden, neither of such agreements need to be filed
or recorded with any court or other authority in the Kingdom of Sweden, nor does
any stamp or similar tax need be paid in the Kingdom of Sweden on or in respect
of such agreements; and
8
(c) All of the information provided to the Depositary by the Company in
connection with this Amendment is true, accurate and correct.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 New ADRs. From and after the Effective Date, the Depositary
shall arrange to have new ADRs printed or amended that reflect the changes to
the form of ADR effected by this Amendment. All ADRs issued hereunder after the
Effective Date, once such new ADRs are available, whether upon the deposit of
Shares or other Deposited Securities or upon the transfer, combination or split
up of existing ADRs, shall be substantially in the form of the specimen ADR
attached as Exhibit A hereto. However, ADRs issued prior or subsequent to the
date hereof, which do not reflect the changes to the form of ADR effected
hereby, do not need to be called in for exchange and may remain outstanding
until such time as the Holders thereof choose to surrender them for any reason
under the Amended and Restated Deposit Agreement. The Depositary is authorized
and directed to take any and all actions deemed necessary to effect the
foregoing.
SECTION 5.02 Notice of Amendment to Holders of ADSs. The Depositary is
hereby directed to send notices informing the Holders of ADSs (i) of the terms
of this Amendment, (ii) of the Effective Date of this Amendment, and (iii) that
the Holder of ADRs shall be given the opportunity, but that it is unnecessary,
to substitute their ADRs with new ADRs reflecting the changes effected by this
Amendment, as provided in Section 5.01 hereof. (iv) that copies of this
Amendment may be retrieved from the Commission's website at xxx.xxx.xxx and may
be obtained from the Depositary and the Company upon request. The notice to
Holders of ADSs shall be substantially in the form of Exhibit C attached hereto.
The notice of deregistration to be sent to Holders of ADSs is attached hereto as
Exhibit C.
9
SECTION 5.03 Indemnification. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and
officers) for any and all liability it or they may incur as a result of the
terms of this Amendment and the transactions contemplated herein.
SECTION 5.04 Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Deposit Agreement as originally executed shall
remain in full force and effect.
SECTION 5.05 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be wholly performed in the State of New York.
SECTION 5.06 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall be deemed an original, and all such counterparts
together shall constitute one and the same instrument.
10
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
Aktiebolaget SKF
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
CITIBANK, N.A., as Depositary
By:
-----------------------------------
Name:
Title:
11
EXHIBIT A
[FORM OF RECEIPT]
Number CUSIP Number: 000000000
American Depositary
Shares (Each American
Depositary Share
representing one
Fully Paid Non-Restricted B Share,
SEK 2.50 nominal value each)
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED NON-RESTRICTED B SHARES
of
AKTIEBOLAGET SKF
(Incorporated under the laws of Sweden)
CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as depositary (herein called the
"Depositary"), hereby certifies that _____________is the owner of ______________
American Depositary Shares (hereinafter "ADSs"), representing deposited
non-restricted B shares, each of nominal value SEK 2.50, including evidence of
rights to receive such non-restricted B shares (the "Shares") of Aktiebolaget
SKF, a corporation incorporated under the laws of Sweden (the "Company"). As of
the date of the Deposit Agreement (hereinafter defined), each ADS represents one
Share deposited under the Deposit Agreement with one of the Custodians which at
the date of execution of the Deposit Agreement are Skandinaviska Enskilda Banken
and Svenska Handelsbanken (the "Custodians"). The ratio of American Depositary
Shares to Shares is subject to amendment as provided in Article IV of the
Deposit Agreement. The Depositary's Corporate Agency Office is located at 000
Xxxxxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. The Depositary's
Corporate Agency Office is at a different address than its Principal Executive
Office. Its Principal Executive Office is at 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000.
(1) The Deposit Agreement. This American Depositary Receipt is one of an
issue (herein called the Receipts), all issued and to be issued upon the terms
and conditions set forth in the Amended and Restated Deposit Agreement, dated as
of December 7, 1999, as amended by Amendment No. 1 to Amended and Restated
Deposit Agreement, dated as of June __, 2007 (as so amended and as further
amended and supplemented from time to time, the "Deposit Agreement"), by and
among the Company, the Depositary and all Holders from time to time of American
A-1
Depositary Shares evidenced by Receipts issued thereunder, each of whom by
accepting a Receipt becomes bound by all the terms and provisions thereof. The
Deposit Agreement sets forth the rights and obligations of Holders and
Beneficial Owners of Receipts and the rights and duties of the Depositary in
respect of the Shares deposited thereunder and any and all other securities,
property and cash from time to time, received in respect of such Shares and held
thereunder (such Shares, securities, property and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Corporate Agency Office of the Depositary and the Custodians.
The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and the Articles of Association
and Bylaws of the Company (as in effect on the date of the Deposit Agreement)
and are qualified by and subject to the detailed provisions of the Deposit
Agreement, to which reference is hereby made. All capitalized terms used herein
which are not otherwise defined herein shall have the meanings ascribed thereto
in the Deposit Agreement. The Depositary makes no representation or warranty as
to the validity or worth of the Deposited Securities. The American Depositary
Shares are eligible for clearance and settlement through DTC. Each Beneficial
Owner of American Depositary Shares held through DTC must rely on the procedures
of DTC and the DTC Participants to exercise and be entitled to any rights
attributable to such American Depositary Shares. The Receipt evidencing the
American Depositary Shares held through DTC will be registered in the name of a
nominee of DTC. So long as the American Depositary Shares are held through DTC
or unless otherwise required by law, ownership of beneficial interests in the
Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).
(2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
surrender, at the Corporate Agency Office of the Depositary, of ADSs evidenced
by this Receipt for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of (i) the charges of the Depositary for
the making of withdrawals and cancellation of Receipts (as set forth in Article
(10) hereof and in Section 5.9 and Exhibit B of the Deposit Agreement) and (ii)
all fees, taxes and governmental charges payable in connection with such
surrender and withdrawal, and, subject to the terms and conditions of the
Deposit Agreement the Company's Articles of Association and By-laws, Section 7.8
of the Deposit Agreement, Article (23) of this Receipt and the provisions of or
governing the Deposited Securities and other applicable laws, the Holder of the
American Depositary Shares evidenced hereby is entitled to delivery, to him or
upon his order, of the Deposited Securities represented by the ADS so
surrendered. Subject to the last sentence of this paragraph, such Deposited
Securities may be delivered in registered form or by electronic delivery. ADSs
may be surrendered for the purpose of withdrawing Deposited Securities by
delivery of a Receipt evidencing such ADSs (if held in registered form) or by
book-entry delivery of such ADSs to the Depositary.
A Receipt surrendered for such purposes shall, if so required by the
Depositary, be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Holder thereof
shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be delivered to
A-2
or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without
unreasonable delay) at the designated office of the Custodian, subject to the
terms and conditions of the Deposit Agreement, the Articles of Association and
By-laws of the Company, and the provisions of or governing the Deposited
Securities and applicable laws, now or hereafter in effect, to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as provided above, the Deposited Securities represented by such ADSs
together with any certificate or other proper documents of or relating to title
for the Deposited Securities or evidence of the electronic transfer thereof (if
available) as the case may be, to or for the account of such person. The
Depositary may make delivery to such person or persons at the Principal Office
of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by such Receipt, or of any proceeds of sale of
any dividends, distributions or rights, which may at the time be held by the
Depositary.
The Depositary shall not accept for surrender a Receipt evidencing ADSs
representing less than one Share. The Depositary may, in its discretion, refuse
to accept for surrender a number of ADSs representing other than a whole number
of Shares. In the case of surrender of a Receipt evidencing a number of ADSs
representing other than a whole number of Shares, the Depositary shall cause
ownership of the appropriate whole number of Shares to be delivered in
accordance with the terms hereof, and shall, at its discretion, either (i) issue
and deliver to the person surrendering such Receipt a new Receipt evidencing
ADSs representing any remaining fractional Share, or (ii) sell or cause to be
sold the fractional Shares represented by the Receipt so surrendered and remit
the proceeds thereof (net of (a) applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes withheld) to the person surrendering
the Receipt. At the request, risk and expense of any Holder so surrendering a
Receipt, and for the account of such Holder, the Depositary shall direct the
Custodian to forward (to the extent permitted by law) any cash or other property
(other than securities) held in respect of, and any certificate or certificates
and other proper documents of or relating to title to, the Deposited Securities
represented by such Receipt to the Depositary for delivery at the Principal
Office of the Depositary, and for further delivery to such Holder. Such
direction shall be given by letter or, at the request, risk and expense of such
Holder, by cable, telex or facsimile transmission
(3) Transfers, Split-Ups and Combinations of Receipts. Subject to the
terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books upon surrender at the Corporate Agency Office
of the Depositary of a Receipt by the Holder thereof in person or by duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard industry
practice) and duly stamped as may be required by the laws of the State of New
York and of the United States of America. Subject to the terms and conditions of
the Deposit Agreement including payment of the applicable fees and charges of
the Depositary, the Depositary shall execute and deliver a new Receipt(s) (and
if necessary cause the Registrar to countersign such Receipt(s)) and deliver
same to or upon the order of the person entitled to such Receipts evidencing the
same aggregate number of ADSs as those evidenced by the Receipts surrendered.
Upon surrender of a Receipt or Receipts for the purpose of effecting a split-up
or combination of such Receipt or Receipts and upon payment of the applicable
fees and charges of the Depositary, subject to the terms and conditions of this
Deposit Agreement, the Depositary shall execute and deliver a new Receipt or
Receipts for any authorized number of ADSs requested, evidencing the same
aggregate number of ADSs as the Receipt or Receipts surrendered.
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(4) Pre-Conditions to Registration, Transfer, Etc. As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination or surrender of any Receipt or withdrawal of any Deposited
Securities, the Depositary or the Custodian may require (i) payment from the
depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to Shares being deposited or withdrawn) and payment of any
applicable fees and charges of the Depositary as provided in the Deposit
Agreement and in this Receipt, (ii) the production of proof satisfactory to it
as to the identity and genuineness of any signature or any other matters and
(iii) compliance with (A) any laws or governmental regulations relating to the
execution and delivery of Receipts and ADSs or to the withdrawal of Deposited
Securities and (B) such reasonable regulations of the Depositary or the Company
consistent with the Deposit Agreement and applicable law.
The delivery of Receipts against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the delivery of Receipts
against the deposit of particular Shares may be withheld, or the registration of
transfer of Receipts in particular instances may be refused, or the registration
of transfer of outstanding Receipts generally may be suspended, during any
period when the transfer books of the Company, Depositary, a Registrar or the
Share Registrar are closed or if any such action is deemed necessary or
advisable by the Depositary or the Company, in good faith, at any time or from
time to time because of any requirement of law, any governmental body or
commission or any securities exchange upon which the Receipts or Share are
listed, or under any provision of the Deposit Agreement or provisions of, or
governing, the Deposited Securities or any meeting of shareholders of the
Company or for any other reason, subject in all cases to Article (23) hereof.
Notwithstanding any provision of the Deposit Agreement to the contrary, the
surrender of outstanding ADSs evidenced by Receipts and withdrawal of Deposited
Securities may not be suspended except as permitted by General Instruction
I.A.(l) to Form F-6 (as such Instructions may be amended from time to time) in
connection with (i) temporary delays caused by closing the transfer books of the
Depositary or the Company (or the Share Registrar) or the deposit of Shares in
connection with voting at a shareholders' meeting or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with
any U.S. or foreign laws or governmental regulations relating to the Receipts or
to the withdrawal of the Deposited Securities. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under the
Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), unless a registration statement is in effect as to such
Shares.
(5) Compliance With Information Requests. Notwithstanding any other
provision of the Deposit Agreement or this Receipt, each Holder and Beneficial
Owner of the ADSs represented hereby agrees to comply with requests from the
Company pursuant to Swedish law, the rules and requirements of the Stockholm
Stock Exchange or the Articles of Association and By Laws of the Company, which
are made to provide information as to the capacity in which such Holder or
Beneficial Owner owns ADSs and regarding the identity of any other persons then
tag
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or previously interested in such ADSs and the nature of such interest and
various other matters whether or not they are Holders and/or Beneficial Owner at
the time of such request. The Depositary agrees to use reasonable efforts to
comply with written instructions received from the Company requesting the
Depositary to forward any such requests to the Holders and to forward to the
Company any such responses to such requests received by the Depositary.
(6) Ownership Restrictions. The Company may restrict transfers of the
Shares where such transfer might result in ownership of Shares exceeding limits
under applicable law or the Articles of Association and By-laws of the Company.
The Company may also restrict, in such manner as it deems appropriate, transfers
of ADSs where such transfer may result in the total number of Shares represented
by the ADSs owned by a single Holder or Beneficial Owner to exceed any such
limits. The Company may, in its sole discretion, instruct the Depositary to take
action with respect to the ownership interest of any Holder or Beneficial Owner
in excess of the limits set forth in the preceding sentence, including but not
limited to the imposition of restrictions on the transfer of ADSs, the removal
or limitation of voting rights or a mandatory sale or disposition on behalf of a
Holder or Beneficial Owner of the Shares represented by the ADSs held by such
Holder or Beneficial Owner in excess of such limitations, if and to the extent
such disposition is permitted by applicable law and the Articles of Association
and By-laws of the Company.
(7) Liability of Holder for Taxes, Duties and Other Charges. If any tax or
other governmental charge shall become payable by the Depositary or a Custodian
with respect to any Receipt or any Deposited Securities or ADSs, such tax or
other governmental charge shall be payable by the Holders and Beneficial Owners
to the Depositary. The Company, the Custodian and/or Depositary may withhold or
deduct from any distributions made in respect of Deposited Securities and may
sell for the account of the Holder and/or Beneficial Owner any or all of the
Deposited Securities and apply such distributions and sale proceeds in payment
of such taxes (including applicable interest and penalties) or charges, the
Holder and the Beneficial Owner hereof remaining liable for any deficiency. The
Custodian may refuse the deposit of Shares and the Depositary may refuse to
issue ADSs, to deliver Receipts, register the transfer, split-up or combination
of ADRs and (subject to Article (23) hereof) the withdrawal of Deposited
Securities until payment in full of such tax, charge, penalty or interest is
received. Every Holder and Beneficial Owner agrees to indemnify the Depositary,
the Company, the Custodian and any of their agents, employees and Affiliates
for, and hold each of then harmless from, any claims with respect to taxes
(including applicable interest and penalties thereon) arising from any tax
benefit obtained for such Holder and/or Beneficial Owner.
(8) Representations and Warranties of Depositors. Each person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and
warrant that (i) such Shares (and the certificates therefor) are validly issued,
fully paid, non-assessable and legally obtained by such person, (ii) all
preemptive (and similar) rights, if any, with respect to such Shares, have been
validly waived or exercised, (iii) the person making such deposit is duly
authorized so to do and (iv) the Shares presented for deposit are free and clear
of any lien, encumbrance, security interest, charge, mortgage or adverse claim
and are not, and the ADSs issuable upon such deposit will not be, Restricted
Securities and have not been stripped of any rights or entitlements. Such
representations and warranties shall survive the deposit and withdrawal of
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Shares and the issuance, cancellation and transfer of ADSs. If any such
representations or warranties are false in any way, the Company and Depositary
shall be authorized, at the cost and expense of the person depositing Shares, to
take any and all actions necessary to correct the consequences thereof.
(9) Filing Proofs, Certificates and Other Information. Any person
presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to
provide to the Depositary and the Custodian such proof of citizenship or
residence, taxpayer status, payment of all applicable taxes or other
governmental charges, exchange control approval, legal or beneficial ownership
of ADSs and Deposited Securities, compliance with applicable laws and the terms
of the Deposit Agreement and the provisions of, or governing, the Deposited
Securities or other information as the Depositary or the Custodian may deem
necessary or proper or as the Company may reasonably require by written request
to the Depositary consistent with its obligations under the Deposit Agreement.
Subject to Article (23) hereof and the terms of the Deposit Agreement, the
Depositary and the Registrar, as applicable, may withhold the delivery or
registration of transfer of any Receipt or the distribution or sale of any
dividend or other distribution of rights or of the proceeds thereof or the
delivery of any Deposited Securities until such proof or other information is
filed or such certificates are executed or such representations and warranties
are made or such information and documentation are provided.
(10) Charges of Depositary. The Depositary shall charge any party to whom
Receipts are issued (including, without limitation, deposit or issuance pursuant
to a stock dividend or stock split declared by the Company or an exchange of
stock for the Shares or Deposited Securities, or a distribution of Receipts
pursuant to Section 4.3 or 4.11 of the Deposit Agreement), or who surrenders
Receipts a fee of U.S. $5.00 or less per 100 American Depositary Shares (or
portion thereof) for the issuance or surrender, respectively, of a Receipt. In
addition the Depositary shall charge to the Holders a fee of U.S. $2.00 or less
per 100 American Depositary Shares (or portion thereof) for any cash
distribution made pursuant to the Deposit Agreement, including but not limited
to, Sections 4.2 through 4.5 thereof, and $5.00 or less per 100 American
Depositary Shares (or portion thereof) in case of a stock dividend made pursuant
to the Deposit Agreement, including but not limited to Section 4.2 through 4.5
thereof. The Depositary will provide, without charge, a copy of its latest fee
schedule to anyone upon request. In addition, Holders, Beneficial Owners, and
persons depositing Shares will be requested to pay taxes and other governmental
charges, registration fees, cable, telex and facsimile transmission and delivery
expenses, and customary and other expenses incurred by the Depositary in
connection with its obligations and duties under the Deposit Agreement. Any
other charges and expenses of the Depositary under the Deposit Agreement will be
paid by the Company upon agreement between the Depositary and the Company
concerning the nature and amount of such charges and expenses. All fees and
charges may at any time and from time to time be changed by agreement between
the Company and the Depositary. The charges and expenses of the Custodian,
nominee or any other agent of the Depositary are for the sole account of the
Depositary. These charges may be changed in the manner indicated in Article (21)
of this Receipt.
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(11) Title to Receipts. It is a condition of this Receipt, and every
successive Holder of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and to each ADS evidenced hereby), when
properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument under the laws of the State of New York; provided, however, that the
Company and the Depositary, notwithstanding any notice to the contrary, may
treat the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for all purposes, and neither the
Depositary nor the Company shall have any obligations or be subject to any
liability hereunder or under the Deposit Agreement to any holder of a Receipt
unless such holder is the Holder (that is, the person registered on the books of
the Depositary).
(12) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt has been executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar has been appointed and this Receipt
has been countersigned by the manual signature of a duly authorized officer of
the Registrar.
(13) Available Information; Reports; Inspection of Transfer Books. The
Company has been subject to the periodic reporting requirements of the Exchange
Act, and has filed certain reports with, and submitted certain reports to, the
Commission, which reports can be retrieved from the Commission's internet
website at xxx.xxx.xxx, and can be inspected and copied at the public reference
facilities maintained by the Commission at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000. The Company has filed a Form 15F ("Form 15F") with the Commission, which
has suspended the Company's duty under the Exchange Act to file or submit the
reports required under Sections 13(a) or 15(d) of the Exchange Act. Upon the
effectiveness of Form 15F, the Company's duty to file or submit reports under
Sections 13(a) or 15(d) of the Exchange Act will terminate and the Company will,
pursuant to Rule 12g3-2(e)(1), receive the exemption from the reporting
obligations of the Exchange Act provided by Rule 12g3-2(b). In order to satisfy
the conditions of Rule 12g3-2(b) the Company intends to publish the information
contemplated in Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet
website or through an electronic information delivery system generally available
to the public in the Company's primary trading market, and to translate the
information so published into English in accordance with the instructions to
Rule 12g3-2(e). The Company has specified in Form 15F the internet website or
the electronic information delivery system on which it intends to publish such
information. The information so published by the Company cannot be retrieved
from the Commission's internet website, and cannot be inspected or copied at the
public reference facilities maintained by the Commission. If the Form 15F does
not become effective, the Company will again be subject to the periodic
reporting requirements of the Exchange Act and will be required to file with the
Commission, and submit to the Commission, certain reports that can be retrieved
from the Commission's internet website at xxx.xxx.xxx, and can be inspected and
copied at the public reference facilities maintained by the Commission.
The Registrar shall keep the books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Company and the Holders of such Receipts, provided that such inspection
shall not be, to the Registrar's knowledge, for the purpose of communicating
with Holders of such Receipts in the interest of a business or object other than
the business of the Company or other than a matter related to the Deposit
Agreement or the Receipts.
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The Registrar may close the transfer books with respect to the Receipts, at any
time or from time to time, when deemed necessary or advisable by it in good
faith in connection with the performance from time to time of its duties
hereunder, or at the reasonable written request of the Company subject, in all
cases, to Article 23 hereof.
Dated: CITIBANK, N.A.,
as Depositary
Countersigned
By: By:
-------------------------- --------------------------
Authorized Signatory Vice President
The address of the Corporate Agency Office of the Depositary is 388
Greenwich Street, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. The Depositary's
Corporate Agency Office is at a different address than its Principal Executive
Office. Its Principal Executive Office is at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
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[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(14) Dividends and Distributions in Cash, Shares, etc. Whenever the
Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives
proceeds from the sale of any Shares, rights, securities or other entitlements
under the Deposit Agreement, the Depositary will, if at the time of receipt
thereof any amounts received in a foreign currency can, in the judgment of the
Depositary (upon the terms of the Deposit Agreement), be converted on a
practicable basis into Dollars transferable to the United States, promptly
convert or cause to be converted such dividend, distribution or proceeds into
Dollars and distribute the amount thus received (net of applicable fees and
charges of, and expenses incurred by, the Depositary and taxes withheld) to the
Holders entitled thereto as of the ADS Record Date in proportion to the number
of ADSs representing such Deposited Securities held as of the ADS Record Date.
The Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent, and any balance not so
distributed shall be held by the Depositary (without liability for interest
thereon) and shall be added to and become part of the next sum received by the
Depositary for distribution to Holders of Receipts then outstanding. If the
Company, the Custodian or the Depositary is required to withhold and does
withhold from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes, duties or other governmental
charges, the amount distributed to Holders on the ADSs representing such
Deposited Securities shall be reduced accordingly. Such withheld amounts shall
be forwarded by the Company to the relevant governmental authority. Any foreign
currency received by the Depositary shall be converted upon the terms and
conditions set forth in the Deposit Agreement.
If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Company shall cause such Shares to be
deposited with and registered, as the case may be, in the name of the
Depositary, the Custodian or their nominees. Upon receipt of confirmation of
such deposit, the Depositary shall, in accordance with the Deposit Agreement,
establish the ADS Record Date and either (i) distribute to the Holders as of the
ADS Record Date in proportion to the number of ADSs held as of the ADS Record
Date, additional ADSs, which shall represent in aggregate the number of Shares
received as such dividend or free distribution, subject to the terms of this
Deposit Agreement (including, without limitation, the applicable fees and
charges of, and expenses incurred by, the Depositary and taxes), or (ii) if
additional ADSs are not so distributed, each ADS issued and outstanding after
the ADS Record Date shall, to the extent permissible by law, thenceforth also
represent rights and interest in the additional Shares distributed upon the
Deposited Securities represented thereby (net of the applicable fees and charges
of, and the expenses incurred by, the Depositary, and taxes). In lieu of
delivering fractional ADSs, the Depositary shall sell the number of Shares
represented by the aggregate of such fractions and distribute the net proceeds
upon the terms set forth in the Deposit Agreement.
In the event that the Depositary determines that any distribution in
property (including Shares) is subject to any tax or other governmental charges
which the Depositary is obligated to withhold, or, if the Company, in the
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fulfillment of its obligations under the Deposit Agreement, has furnished an
opinion of U.S. counsel determining that Shares must be registered under the
Securities Act or other laws in order to be distributed to Holders (and no such
registration statement has been declared effective, the Depositary may dispose
of all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner, including by public or private
sale, as the Depositary deems necessary and practicable and the Depositary shall
distribute the net proceeds of any such sale (after deduction of taxes and fees
and charges of, and expenses incurred by, the Depositary) to Holders entitled
thereto upon the terms of the Deposit Agreement. The Depositary shall hold
and/or distribute any unsold balance of such property in accordance with the
provisions of the Deposit Agreement.
Upon receipt of notice indicating that the Company wishes an elective
distribution in cash or shares to be made available to Holders upon the terms
described in the Deposit Agreement the Depositary shall make such elective
distribution available to Holders only if (i) the Depositary shall have
determined that such distribution is reasonably practicable and (ii) the
Depositary shall have received satisfactory documentation within the terms of
Section 5.7. If the above conditions are not satisfied, the Depositary shall, to
the extent permitted by law, distribute to the Holders, on the basis of the same
determination as is made in the local market in respect of the Shares for which
no election is made, either (X) cash upon the terms described in Section 4.1 or
(Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall
establish an ADS Record Date (on the terms described in Section 4.8) and
establish procedures to enable Holders to elect the receipt of the proposed
dividend in cash or in additional ADSs. The Company shall assist the Depositary
in establishing such procedures to the extent necessary. If a Holder elects to
receive the proposed dividend (X) in cash, the dividend shall be distributed
upon the terms described in Section 4.1, or (Y) in ADSs, the dividend shall be
distributed upon the terms described in Section 4.2. Nothing herein shall
obligate the Depositary to make available to Holders a method to receive the
elective dividend in Shares (rather than ADSs). There can be no assurance that
Holders generally, or any Holder in particular, will be given the opportunity to
receive elective distributions on the same terms and conditions as the holders
of Shares.
Upon receipt by the Depositary of a notice indicating that the Company
wishes rights to subscribe for additional Shares (or rights of any other nature)
to be made available to Holders of ADSs, the Depositary, upon consultation with
the Company, shall determine whether it is lawful and reasonably practicable to
make such rights available to the Holders. The Depositary shall make such rights
available to any Holders only if the Company shall have requested that such
rights be made available to Holders, the Depositary shall have received the
documentation required by the Deposit Agreement, and the Depositary shall have
determined that such distribution of rights is reasonably practicable. If such
conditions are not satisfied, the Depositary shall sell the rights as described
below. In the event all conditions set forth above are satisfied, the Depositary
shall establish an ADS Record Date and establish procedures to distribute such
rights (by means of warrants or otherwise) to enable the Holders to exercise the
rights (upon payment of the applicable fees and charges of, and expenses
incurred by, the Depositary and taxes). Nothing herein or in the Deposit
Agreement shall obligate the Depositary to make available to the Holders a
method to exercise such rights to subscribe for Shares (rather than ADSs). If
(i) the Company does not request the Depositary to make the rights available to
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Holders or if the Company requests that the rights not be made available to
Holders, (ii) the Depositary fails to receive the documentation required by the
Deposit Agreement or determines it is not reasonably practicable to make the
rights available to Holders, or (iii) any rights made available are not
exercised and appear to be about to lapse, the Depositary shall determine
whether it is lawful and reasonably practicable to sell such rights, in a
riskless principal capacity or otherwise, at such place and upon such terms
(including public and private sale) as it may deem proper. The Depositary shall,
upon such sale, convert and distribute proceeds of such sale (net of applicable
fees and charges of, and expenses incurred by, the Depositary and taxes) upon
the terms hereof and in the Deposit Agreement. If the Depositary is unable to
make any rights available to Holders or to arrange for the sale of the rights
upon the terms described above, the Depositary shall allow such rights to lapse.
The Depositary shall not be responsible for (i) any failure to determine that it
may be lawful or feasible to make such rights available to Holders in general or
any Holders in particular, (ii) any foreign exchange exposure or loss incurred
in connection with such sale or exercise, or (iii) the content of any materials
forwarded to the Holders on behalf of the Company in connection with the rights
distribution.
Notwithstanding anything herein to the contrary, if registration (under
the Securities Act or any other applicable law) of the rights or the securities
to which any rights relate may be required in order for the Company to offer
such rights or such securities to Holders and to sell the securities represented
by such rights, the Depositary will not distribute such rights to the Holders
unless and until a registration statement under the Securities Act covering such
offering is in effect. In the event that the Company, the Depositary or the
Custodian shall be required to withhold and does withhold from any distribution
of property (including rights) an amount on account of taxes or other
governmental charges, the amount distributed to Holders shall be reduced
accordingly. In the event that the Depositary determines that any distribution
in property (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charges which the Depositary is obligated to
withhold, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor) in such amounts and in such
manner, including by public or private sale, as the Depositary deems necessary
and practicable to pay any such taxes or charges.
There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights. Nothing
herein shall obligate the Company to file any registration statement in respect
of any rights or Shares or other securities to be acquired upon the exercise of
such rights.
Upon receipt of a notice indicating that the Company wishes property other
than cash, Shares or rights to purchase additional Shares, to be made to Holders
of ADSs, the Depositary shall determine whether such distribution to Holders is
lawful and reasonably practicable. The Depositary shall not make such
distribution unless (i) the Company shall have requested the Depositary to make
such distribution to Holders, (ii) the Depositary shall have received the
documentation required by the Deposit Agreement, and (iii) the Depositary shall
have determined that such distribution is reasonably practicable. Upon
satisfaction of such conditions, the Depositary shall distribute the property so
received to the Holders of record as of the ADS Record Date, in proportion to
the number of ADSs held by them respectively and in such manner as the
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Depositary may deem practicable for accomplishing such distribution (i) upon
receipt of payment or net of the applicable fees and charges of, and expenses
incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary
may dispose of all or a portion of the property so distributed and deposited, in
such amounts and in such manner (including public or private sale) as the
Depositary may deem practicable or necessary to satisfy any taxes (including
applicable interest and penalties) or other governmental charges applicable to
the distribution.
If the conditions above are not satisfied, the Depositary shall sell or
cause such property to be sold in a public or private sale, at such place or
places and upon such terms as it may deem proper and shall (i) cause the
proceeds of such sale, if any, to be converted into Dollars and (ii) distribute
the proceeds of such conversion received by the Depositary (net of (a)
applicable fees and charges of, and expenses incurred by, the Depositary and (b)
taxes) to the Holders upon the terms hereof. If the Depositary is unable to sell
such property, the Depositary may dispose of such property in any way it deems
reasonably practicable under the circumstances.
(15) Fixing of Record Date. Whenever the Depositary shall receive notice
of the fixing of a record date by the Company for the determination of holders
of Deposited Securities entitled to receive any distribution, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each ADS, or whenever the Depositary shall receive notice of any
meeting of holders of Shares or other Deposited Securities, or whenever the
Depositary shall find it necessary or convenient in connection with the giving
of any notice, or any other matter, the Depositary shall, after consultation
with the Company, fix a record date ("ADS Record Date") for the determination of
the Holders who shall be entitled to receive such distribution, to give
instructions for the exercise of voting rights at any such meeting, or to give
or withhold such consent, or to receive such notice or solicitation or to
otherwise take action, or to exercise the rights of Holders with respect to such
changed number of Shares represented by each ADS. Subject to the terms and
conditions of this Receipt and the Deposit Agreement, the Holders of Receipts at
the close of business on such ADS Record Date shall be entitled to receive such
distributions, to give such voting instructions, to receive such notice or
solicitation, or otherwise take action.
(16) Voting of Deposited Securities. Upon receipt of notice of any meeting
of holders of Shares or other Deposited Securities, the Depositary shall, as
soon as practicable, fix a record date as provided in Section 4.8 for
determining the Holders entitled to give instructions for the exercise of voting
rights and mail to the Holders a notice which shall contain (a) such information
as is contained in such notice of meeting and (b) a statement (in a form
provided by the Company) that a Holder of Receipts at the close of business on
the specified record date will be entitled, subject to any applicable provisions
of Swedish law and of the Articles of Association of the Company (which
provisions, if any, shall be summarized in pertinent part), to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the
Shares or other Deposited Securities represented thereby. A precondition for
exercising any such voting rights is that such Holder is registered in the
register of stockholders of the Company not less than ten calendar days prior to
the date of the meeting and gives notice of his intention to attend the meeting,
in person or by proxy, not later than a date (being not earlier than five days
before the meeting, not including Sundays and legal holidays in Sweden)
specified in the notice convening the meeting. Pursuant to these requirements,
Holders will be entitled to deposit their ADSs in a blocked account with the
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Depositary and to instruct the Depositary to request a Custodian to cause the
equivalent underlying Shares to be registered in the Holder's name and to give
notice to the Company of the Holder's intention to attend the meeting and to
vote the Shares at such a meeting in person or by proxy. Such notice shall also
contain a statement that a Holder who deposits his ADSs in a blocked account
with the Depositary and who instructs a Custodian to register in the Holder's
name the equivalent underlying Shares for the purpose of voting such Shares at
any meeting of holders of Shares may instruct the Depositary, immediately
following any such meeting, to request such Custodian to reregister the Shares
in the name in which such Shares were previously registered and to release to
the Holder from the blocked account the ADSs representing such Shares.
Neither the Depositary nor the Custodian shall under any circumstances
exercise any discretion as to voting, and neither the Depositary nor the
Custodian shall vote, attempt to exercise the right to vote, or in any way make
use of, for purposes of establishing a quorum or otherwise the Shares or other
Deposited Securities represented by ADSs except pursuant to and in accordance
with such written instructions from Holders. Shares or other Deposited
Securities represented by ADSs for which no specific voting instructions are
received by the Depositary from the Holder shall not be voted. There can be no
assurance that Holders generally or any Holder in particular will receive the
notice described above with sufficient time to enable the Holder to return
voting instructions to the Depositary in a timely manner.
(17) Changes Affecting Deposited Securities. Upon any change in nominal or
par value, split-up, cancellation, consolidation or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary or a Custodian in
exchange for, or in conversion of or replacement or otherwise in respect of,
such Deposited Securities shall, to the extent permitted by law, be treated as
new Deposited Securities under the Deposit Agreement, and the Receipts shall,
subject to the provisions of the Deposit Agreement and applicable law, evidence
ADSs representing the right to receive such additional securities.
Alternatively, the Depositary may, with the Company's approval, and shall, if
the Company shall so request, subject to the terms of the Deposit Agreement and
receipt of satisfactory documentation contemplated by the Deposit Agreement,
execute and deliver additional Receipts as in the case of a stock dividend on
the Shares, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts, in either case, as well as in the event of newly deposited
Shares, with necessary modifications to the form of Receipt, specifically
describing such new Deposited Securities or corporate change. Notwithstanding
the foregoing, in the event that any security so received may not be lawfully
distributed to some or all Holders, the Depositary may, with the Company's
approval, and shall if the Company requests, subject to receipt of satisfactory
legal documentation contemplated in the Deposit Agreement, sell such securities
at public or private sale, at such place or places and upon such terms as it may
deem proper and may allocate the net proceeds of such sales (net of fees and
charges of, and expenses incurred by, the Depositary and taxes) for the account
of the Holders otherwise entitled to such securities and distribute the net
proceeds so allocated to the extent practicable as in the case of a distribution
received in cash pursuant to the Deposit Agreement. The Depositary shall not be
responsible for (i) any failure to determine that it may be lawful or feasible
to make such securities available to Holders in general or any Holder in
particular, (ii) any foreign exchange exposure or loss incurred in connection
with such sale, or (iii) any liability to the purchaser of such securities.
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(18) Exoneration. Neither the Depositary nor the Company shall be
obligated to do or perform any act which is inconsistent with the provisions of
the Deposit Agreement or incur any liability (i) if the Depositary, the Company
or their respective controlling persons or agents shall be prevented or
forbidden from, or subjected to any civil or criminal penalty or restraint on
account of, or delayed in, doing or performing any act or thing required by the
terms of the Deposit Agreement and this Receipt, by reason of any provision of
any present or future law or regulation of the United States, Sweden or any
other country, or of any other governmental authority or regulatory authority or
stock exchange, or by reason of any provision, present or future of the Articles
of Association and By-laws of the Company or any provision of or governing any
Deposited Securities, or by reason of any act of God or war or other
circumstances beyond its control, (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes,
civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement or in the Articles of Association and By-laws of the
Company or provisions of or governing Deposited Securities, (iii) for any action
or inaction in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, any
Beneficial Owner or authorized representative thereof, or any other person
believed by it in good faith to be competent to give such advice or information,
(iv) for the inability of a Holder or Beneficial Owner to benefit from any
distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of this Deposit
Agreement, made available to Holders of ADSs or (v) for any consequential or
punitive damages for any breach of the terms of the Deposit Agreement. The
Depositary, its controlling persons, its agents, any Custodian and the Company,
its controlling persons and its agents may rely and shall be protected in acting
upon any written notice, request or other document believed by it to be genuine
and to have been signed or presented by the proper party or parties. No
disclaimer of liability under the Securities Act is intended by any provision of
the Deposit Agreement.
(19) Standard of Care. The Company and its agents assume no obligation and
shall not be subject to any liability under the Deposit Agreement or this
Receipt to Holders or Beneficial Owners or other persons, except that the
Company and its agents agree to perform their obligations specifically set forth
in the Deposit Agreement without negligence or bad faith. The Depositary and its
agents assume no obligation and shall not be subject to any liability under the
Deposit Agreement or this Receipt to Holders or Beneficial Owners or other
persons, except that the Depositary and its agents agree to perform their
obligations specifically set forth in the Deposit Agreement without negligence
or bad faith. The Depositary and its agents shall not be liable for any failure
to carry out any instructions to vote any of the Deposited Securities, or for
the manner in which any vote is cast or the effect of any vote, provided that
any such action or omission is in good faith and in accordance with the terms of
this Deposit Agreement. The Depositary shall not incur any liability for any
failure to determine that any distribution or action may be lawful or reasonably
practicable, for the content of any information submitted to it by the Company
for distribution to the Holders or for any inaccuracy of any translation
thereof, for any investment risk associated with acquiring an interest in the
Deposited Securities, for the validity or worth of the Deposited Securities or
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for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing
any rights to lapse upon the terms of this Deposit Agreement or for the failure
or timeliness of any notice from the Company.
(20) Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary under the
Deposit Agreement by written notice of resignation delivered to the Company,
such resignation to be effective on the earlier of (i) the 60th day after
delivery thereof to the Company, or (ii) upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may at any time be removed by the Company by written
notice of such removal, which notice shall be effective on the earlier of (i)
the 60th day after delivery thereof to the Depositary, or (ii) upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement. In case at any time the Depositary acting
hereunder shall resign or be removed, the Company shall use its best efforts to
appoint a successor depositary which shall be a bank or trust company having an
office in the Borough of Manhattan, the City of New York. Every successor
depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor. The predecessor
depositary, upon payment of all sums due it and on the written request of the
Company, shall (i) execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder (other than as
contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver
all right, title and interest to the Deposited Securities to such successor, and
(iii) deliver to such successor a list of the Holders of all outstanding
Receipts and such other information relating to Receipts and Holders thereof as
the successor may reasonably request. Any such successor depositary shall
promptly mail notice of its appointment to Holders. Any corporation into or with
which the Depositary may be merged or consolidated shall be the successor of the
Depositary without the execution or filing of any document or any further act.
(21) Amendment, Supplement. This Receipt and any provisions of the Deposit
Agreement may at any time and from time to time be amended or supplemented by
written agreement between the Company and the Depositary in any respect which
they may deem necessary or desirable without the prior written consent of the
Holders or Beneficial Owners. Any amendment or supplement which shall impose or
increase any fees or charges (other than the charges of the Depositary in
connection with foreign exchange control regulations, and taxes and other
governmental charges, delivery and other such expenses), or which shall
otherwise prejudice any substantial existing right of Holders or Beneficial
Owners, shall not, however, become effective as to outstanding Receipts until
the expiration of 30 days after notice of such amendment or supplement shall
have been given to the Holders of outstanding Receipts. The parties hereto agree
that any amendments or supplements which (i) are reasonably necessary (as agreed
by the Company and the Depositary) in order for (a) the ADSs to be registered on
Form F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely
in electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders or Beneficial Owners. Every Holder
and Beneficial Owner at the time any amendment or supplement so becomes
A-15
effective shall be deemed, by continuing to hold such ADS, to consent and agree
to such amendment or supplement and to be bound by the Deposit Agreement as
amended or supplemented thereby. In no event shall any amendment or supplement
impair the right of the Holder to surrender Receipt and receive therefor the
Deposited Securities represented hereby, except in order to comply with
mandatory provisions of applicable law. Notwithstanding the foregoing, if any
governmental body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement to ensure compliance
therewith, the Company and the Depositary may amend or supplement the Deposit
Agreement and Receipt at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement in such
circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance with such laws, rules or regulations.
(22) Termination. The Depositary shall, at any time at the written
direction of the Company, terminate the Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. If 60 days
shall have expired after (i) the Depositary shall have delivered to the Company
a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a written notice of the removal of the Depositary,
and in either case a successor depositary shall not have been appointed and
accepted its appointment as provided in the Deposit Agreement, the Depositary
may terminate the Deposit Agreement by mailing notice of such termination to the
Holders of all Receipts then outstanding at least 30 days prior to the date
fixed for such termination. On and after the date of termination of the Deposit
Agreement, the Holder will, upon surrender of such Holders' ADSs at the
Principal Office of the Depositary, upon the payment of the charges of the
Depositary for the surrender of ADSs referred to in Article (2) hereof and in
the Deposit Agreement and subject to the conditions and restrictions therein set
forth, and upon payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited
Securities represented by this Receipt. If any Receipts shall remain outstanding
after the date of termination of the Deposit Agreement, the Registrar thereafter
shall discontinue the registration of transfers of Receipts, and the Depositary
shall suspend the distribution of dividends to the Holders thereof, and shall
not give any further notices or perform any further acts under the Deposit
Agreement, except that the Depositary shall continue to collect dividends and
other distributions pertaining to Deposited Securities, shall sell rights as
provided in the Deposit Agreement, and shall continue to deliver Deposited
Securities, subject to the conditions and restrictions set forth in the Deposit
Agreement, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, or charging, as the case may be, in each case the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Holder in accordance with the terms and conditions of the Deposit Agreement and
any applicable taxes or governmental charges or assessments). At any time after
the expiration of six months from the date of termination of the Deposit
Agreement, the Depositary may sell the Deposited Securities then held hereunder
and may thereafter hold uninvested the net proceeds of any such sale, together
with any other cash then held by it hereunder, in an unsegregated account,
without liability for interest for the pro rata benefit of the Holders of
Receipts whose Receipts have not theretofore been surrendered. After making such
sale, the Depositary shall be discharged from all obligations under the Deposit
A-16
Agreement with respect to the Receipts and the Shares, Deposited Securities and
ADSs, except to account for such net proceeds and other cash (after deducting,
or charging, as the case may be, in each case the charges of the Depositary for
the surrender of a Receipt, any expenses for the account of the Holder in
accordance with the terms and conditions of the Deposit Agreement and any
applicable taxes or governmental charges or assessments). Upon the termination
of the Deposit Agreement, the Company shall be discharged from all obligations
under the Deposit Agreement except as set forth in the Deposit Agreement.
(23) Compliance with U.S. Securities Laws. Notwithstanding any provisions
in this Receipt or the Deposit Agreement to the contrary, the withdrawal or
delivery of Deposited Securities will not be suspended by the Company or the
Depositary except as would be permitted by Section I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act.
(24) Certain Rights of the Depositary; Limitations. Subject to the further
terms and provisions of this Article (24), the Depositary, its affiliates and
their agents, on their own behalf, may own and deal in any class of securities
of the Company and its affiliates and in Receipts. The Depositary may issue
Receipts against evidence of rights to receive Shares from the Company, any
agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect
of the Shares. Such evidence of rights shall consist of written blanket or
specific guarantees of ownership of Shares furnished on behalf of the holder
thereof. In its capacity as Depositary, the Depositary shall not lend Shares or
Receipts; provided, however, that the Depositary may (i) issue Receipts prior to
the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii)
deliver Shares prior to the receipt and cancellation of Receipts pursuant to
Section 2.5 of the Deposit Agreement, including Receipts which were issued under
(i) above but for which Shares may not have been received (each such transaction
a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of
Shares under (i) above and receive Shares in lieu of Receipts under (ii) above.
Each such Pre-Release Transaction will be (a) subject to a written agreement
whereby the person or entity (the "Applicant") to whom Receipts or Shares are to
be delivered (w) represents that at the time of the Pre-Release Transaction the
Applicant or its customer owns the Shares or Receipts that are to be delivered
by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the
Depositary as owner of such Shares or Receipts in its records and to hold such
Shares or Receipts in trust for the Depositary until such Shares or Receipts are
delivered to the Depositary or the Custodian, (y) unconditionally guarantees to
deliver to the Depositary or the Custodian, as applicable, such Shares or
Receipts and (z) agrees to any additional restrictions or requirements that the
Depositary deems appropriate, (b) at all times fully collateralized with cash,
U.S. government securities or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The Depositary will normally limit the
number of Receipts and Shares involved in such Pre-Release Transactions at any
one time to thirty percent (30%) of the Receipts outstanding (without giving
effect to Receipts outstanding under (i) above), provided, however, that the
Depositary reserves the right to change or disregard such limit from time to
time as it deems appropriate. The Depositary may also set limits with respect to
the number of Receipts and Shares involved in Pre-Release Transactions with any
one person on a case by case basis as it deems appropriate. The Depositary may
retain for its own account any compensation received by it in conjunction with
the foregoing. Collateral provided pursuant to (b) above, but not earnings
thereon, shall be held for the benefit of the Holders (other than the
Applicant).
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tag
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto ______________________________ whose taxpayer identification
number is _______________________ and whose address including postal zip code is
____________________________, the within Receipt and all rights thereunder,
hereby irrevocably constituting and appointing ________________________
attorney-in-fact to transfer said Receipt on the books of the Depositary with
full power of substitution in the premises.
Dated: Name:
-------------------------------------
By:
Title:
NOTICE: The signature of the Holder to this
assignment must correspond with the name as
written upon the face of the within
instrument in every particular, without
alteration or enlargement or any change
whatsoever.
SIGNATURE GUARANTEED
--------------------
tag
A-18
EXHIBIT B
FEE SCHEDULE
DEPOSITARY FEES AND RELATED CHARGES
All capitalized terms used but not otherwise defined herein shall have the
meaning given to such terms in the Deposit Agreement.
I. Depositary Fees
The Company and the Holders and Beneficial Owners agree to pay the
following fees of the Depositary:
-------------------------------------------------------------------------------------------------------------------
Service Rate By Whom Paid
-------------------------------------------------------------------------------------------------------------------
(1) Issuance of ADSs upon deposit $5.00 per 100 ADSs (or fraction Party for whom deposits are made or
of Shares (excluding thereof) issued party receiving ADSs
issuances contemplated by
paragraphs (3)(b) and (5)
below).
-------------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited $5.00 per 100 ADSs (or fraction Party surrendering ADSs or making
Securities, property and thereof) surrendered. withdrawal.
cash against surrender
of ADSs.
-------------------------------------------------------------------------------------------------------------------
(3) Distribution of (a) cash No fee, so long as prohibited by any Party to whom distribution is made.
dividend or (b) ADSs pursuant exchange upon which the ADSs are
to stock dividends (or other listed.
free distribution of stock).
-------------------------------------------------------------------------------------------------------------------
(4) Distribution of cash proceeds Up to $2.00 per 100 ADSs held. Party to whom distribution is made.
(i.e. upon sale of rights and
other entitlements).
-------------------------------------------------------------------------------------------------------------------
(5) Distribution of ADSs pursuant Up to $5.00 per 100 ADSs issued. Party to whom distribution is made.
to exercise of rights.
-------------------------------------------------------------------------------------------------------------------
II. Charges Holders and Beneficial Owners shall be responsible for the
following charges:
(i) taxes (including applicable interest and penalties) and other governmental
charges;
B-1
(ii) such registration fees as may from time to time be in effect for the
registration of Shares or other Deposited Securities on the share register
and applicable to transfers of Shares or other Deposited Securities to or
from the name of the Custodian, the Depositary or any nominees upon the
making of deposits and withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and delivery expenses as are
expressly provided in the Deposit Agreement to be at the expense of the
person depositing Shares or Holders and Beneficial Owners of ADSs;
(iv) the expenses and charges incurred by the Depositary in the conversion of
foreign currency;
(v) such fees and expenses as are incurred by the Depositary in connection
with compliance with exchange control regulations and other regulatory
requirements applicable to Shares, Deposited Securities, ADSs and ADRs;
and
(vi) the fees and expenses incurred by the Depositary in connection with the
delivery of Deposited Securities
EXHIBIT C
NOTICE OF DEREGISTRATION AND AMENDMENT OF DEPOSIT AGREEMENT
To the Holders and Beneficial Owners of American Depositary Receipts ("ADRs")
evidencing American Depositary Shares ("ADSs"), representing the Deposited
Securities of the Company
--------------------------------------------------------------------------------
Company: AKTIEBOLAGET SKF, a corporation organized and existing
under the laws of the Kingdom of Sweden.
--------------------------------------------------------------------------------
Depositary: Citibank, N.A.
--------------------------------------------------------------------------------
Custodian: Skandinaviska Enskilda Banken or Svenska Handelsbanken.
--------------------------------------------------------------------------------
Deposited Securities: Non-Restricted B Shares, SEK 2.50 nominal value, per Share
of the Company ("Shares").
--------------------------------------------------------------------------------
ADS CUSIP No.: 000000000.
--------------------------------------------------------------------------------
Shares to ADS Ratio: One (1) Non-Restricted B Share to 1 ADS.
--------------------------------------------------------------------------------
Deposit Agreement: Amended and Restated dated as of December 7, 1999, as
amended through the date hereof (as so amended, the
"Deposit Agreement"), by and among the Company, the
Depositary and the Holders (as defined in the Deposit
Agreement) and Beneficial Owners of ADSs evidenced by ADRs
issued thereunder.
--------------------------------------------------------------------------------
Effective Date: ____________, 2007.
--------------------------------------------------------------------------------
The Company has informed the Depositary that it has filed a Form 15F with the
Securities and Exchange Commission ("SEC") to terminate the registration of its
securities under the Securities Exchange Act of 1934, as amended ("Exchange
Act"). The filing of Form 15F suspends the Company's obligations to file with
the SEC reports pursuant to the Exchange Act. Absent an objection from the SEC,
the deregistration of the Company's securities and the termination of the
Company's obligations under the Exchange Act will only become effective upon the
expiration of 90 days, or such shorter period as the SEC may determine, after
the Company filed its Form 15F. A copy of the Company's Form 15F may be
retrieved from the SEC's website at xxx.xxx.xxx.
The Company and the Depositary have agreed to amend the Amended and Restated
Deposit Agreement to reflect the application by the Company to de-register its
securities and terminate its reporting obligations under the Exchange Act. A
copy of the amendment to the Amended and Restated Deposit Agreement has been
filed with the SEC under cover of Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 (Registration No. 333-11106) (the "Post-Effective
Amendment to F-6 Registration Statement"). The Post-Effective Amendment to F-6
Registration Statement has become effective immediately upon the filing of such
Post- Effective Amendment to F-6 Registration Statement with the SEC (the
"Effective Date"). As of the Effective Date, the Deposit Agreement and all ADRs
have been amended to reflect, inter alia, the application by the Company to
de-register its securities and terminate its reporting obligations under the
Exchange Act.
By continuing to hold any outstanding ADS issued under the Deposit Agreement
after the Effective Date, you will be deemed to have agreed to be bound by the
terms of the Deposit Agreement as amended by the Amendment. The Depositary shall
arrange to have new ADRs printed that reflect the changes effected by the
Amendment. However, ADRs issued prior to the Effective Date do not need to be
surrendered for exchange. If you hold ADSs in uncertificated form, you do not
need to take any action.
Copies of the Amended and Restated Deposit Agreement and the form of Amendment
are available from the SEC's website at xxx.xxx.xxx and from the Depositary's
office located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. If you have
any questions regarding the Amendment, please call Citibank, N.A. -- ADS
Shareholder Services at 0-000-000-0000.
Citibank, N.A., as Depositary
_________, 2007
