Effective May 24, 2011 the par value
changed from SEK 0.10 to SEK 1.00.
Exhibit A to Deposit Agreement
No.
AMERICAN DEPOSITARY
SHARES
(Each American Depositary Share
Represents one (1) deposited Shares
THE BANK OF NEW YORK
AMERICAN DEPOSITARY
RECEIPT
FOR SHARES OF SERIES B STOCK
PAR VALUE
OF TWO (2) SWEDISH KRONOR
PER SHARE OF
PRICER AB
(A CORPORATION ORGANIZED
UNDER THE LAWS OF SWEDEN)
The Bank of New York as depositary
(hereinafter called the Depositary), hereby
certifies that
, or
registered assigns IS THE OWNER OF
AMERICAN DEPOSITARY
SHARES
representing deposited Series B Stock
(herein called Shares) of Pricer AB, a
corporation organized under the laws of
Sweden (herein called the Company). At
the date hereof, each American Depositary
Share represents one (1) Share which is
either deposited or subject to deposit
under the deposit agreement at the
Stockholm, Sweden offices of
Skandinaviska Enskilda Banken or
Svenska Handelsbanken (herein
collectively called the Custodian). The
Depositarys Corporate Trust Office is
located at a different address than its
principal executive office. Its Corporate
Trust Office is located at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, X.X. 00000, and its
principal executive office is located at 00
Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000.
THE DEPOSITARYS CORPORATE
TRUST OFFICE ADDRESS IS
000 XXXXXXX XXXXXX, XXX
XXXX, X.X. 00000
?
1. THE DEPOSIT
AGREEMENT.
This American Depositary Receipt is one
of an issue (herein called Receipts), all
issued and to be issued upon the terms and
conditions set forth in the deposit
agreement, dated as of March 9, 1998
(herein called the Deposit Agreement), by
and among the Company, the Depositary,
and all Owners and holders from time to
time of Receipts issued thereunder, each
of whom by accepting a Receipt agrees to
become a party thereto and become bound
by all the terms and conditions thereof.
The Deposit Agreement sets forth the
rights of Owners and holders of the
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
Depositarys Corporate Trust Office in
New York City and at the office of the
Custodian.
The statements made on the face and
reverse of this Receipt are summaries of
certain provisions of the Deposit
Agreement and are qualified by and
subject to the detailed provisions of the
Deposit Agreement, to which reference is
hereby made. Capitalized terms not
defined herein shall have the meanings set
forth in the Deposit Agreement.
2. SURRENDER OF RECEIPTS
AND WITHDRAWAL OF SHARES.
Upon surrender at the Corporate Trust
Office of the Depositary of this Receipt,
and upon payment of the fee of the
Depositary provided in this Receipt, and
subject to the terms and conditions of the
Deposit Agreement, the Owner hereof is
entitled to delivery, to him or upon his
order, of the amount of Deposited
Securities at the time represented by the
American Depositary Shares for which
this Receipt is issued. Delivery of such
Deposited Securities may be made by the
delivery of (a) certificates in the name of
the Owner hereof or as ordered by him or
by certificates properly endorsed or
accompanied by proper instruments of
transfer to such Owner or as ordered by
him and (b) any other securities, property
and cash to which such Owner is then
entitled in respect of this Receipt to such
Owner or as ordered by him. Such
delivery will be made at the option of the
Owner hereof, either at the office of the
Custodian or at the Corporate Trust Office
of the Depositary, provided that the
forwarding of certificates for Shares or
other Deposited Securities for such
delivery at the Corporate Trust Office of
the Depositary shall be at the risk and
expense of the Owner hereof.
Notwithstanding any other provision of
the Deposit Agreement or this Receipt, the
surrender of outstanding Receipts and
withdrawal of Deposited Securities may
be suspended only for (i) temporary delays
caused by closing the transfer books of the
Depositary or the Company 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.
3. TRANSFERS, SPLITUPS,
AND COMBINATIONS OF
RECEIPTS.
The transfer of this Receipt is registrable
on the books of the Depositary at its
Corporate Trust Office by the Owner
hereof in person or by a duly authorized
attorney, upon surrender of this Receipt
properly endorsed for transfer or ac-
companied by proper instruments of
transfer and funds sufficient to pay any
applicable transfer taxes and the expenses
of the Depositary and upon compliance
with such regulations, if any, as the
Depositary may establish for such purpose.
This Receipt may be split into other such
Receipts, or may be combined with other
such Receipts into one Receipt,
evidencing the same aggregate number of
American Depositary Shares as the
Receipt or Receipts surrendered. As a
condition precedent to the execution and
delivery, registration of transfer, splitup,
combination, or surrender of any Receipt
or withdrawal of any Deposited
Securities, the Depositary, the Custodian,
or Registrar may require payment from the
depositor of Shares or the presentor 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 as
provided in this Receipt, may require the
production of proof reasonably
satisfactory to it as to the identity and
genuineness of any signature and may also
require compliance with any regulations
the Depositary may establish consistent
with the provisions of the Deposit
Agreement or this Receipt.
The delivery of Receipts against deposits
of Shares generally or against deposits of
particular Shares may be suspended, or the
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 Depositary
are closed, or if any such action is deemed
reasonably necessary or advisable by the
Depositary or the Company at any time or
from time to time because of any
requirement of law or of any government
or governmental body or commission, or
under any provision of the Deposit
Agreement or this Receipt, or for any other
reason, subject to Article (22) hereof.
Without limitation of the foregoing, the
Depositary shall not knowingly accept for
deposit under the Deposit Agreement any
Shares required to be registered under the
provisions of the Securities Act of 1933,
unless a registration statement is in effect
as to such Shares.
4. LIABILITY OF OWNER FOR
TAXES.
If any tax or other governmental charge
shall become payable with respect to any
Receipt or any Deposited Securities
represented hereby, such tax or other
governmental charge shall be payable by
the Owner hereof to the Depositary. The
Depositary may refuse to effect any
transfer of this Receipt or any withdrawal
of Deposited Securities represented by
American Depositary Shares evidenced by
such Receipt until such payment is made,
and may withhold any dividends or other
distributions, or may sell for the account of
the Owner hereof any part or all of the
Deposited Securities represented by the
American Depositary Shares evidenced by
this Receipt, and may apply such
dividends or other distributions or the
proceeds of any such sale in payment of
such tax or other governmental charge and
the Owner hereof shall remain liable for
any deficiency.
5. WARRANTIES OF
DEPOSITORS.
Every person depositing Shares under the
Deposit Agreement shall be deemed
thereby to represent and warrant that such
Shares and each certificate therefor are
validly issued, fully paid and nonas-
sessable and that the person making such
deposit is duly authorized so to do.
Every such person shall also be deemed to
represent that the deposit of such Shares
and the sale of Receipts evidencing
American Depositary Shares representing
such Shares by that person are not
restricted under the Securities Act of
1933. Such representations and warran-
ties shall survive the deposit of Shares and
issuance of Receipts.
6. FILING PROOFS,
CERTIFICATES, AND OTHER
INFORMATION.
Any person presenting Shares for deposit
or any Owner of a Receipt may be required
from time to time to file with the
Depositary or the Custodian such proof of
citizenship or residence, exchange control
approval, or such information relating to
the registration on the books of the
Company or the Foreign Registrar, if
applicable, to execute such certificates and
to make such representations and
warranties, as the Depositary may deem
reasonably necessary or proper. The
Depositary may withhold the delivery or
registration of transfer of any Receipt or
the distribution of any dividend or sale or
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 made. No Share shall be
accepted for deposit unless accompanied
by evidence reasonably satisfactory to the
Depositary that any necessary approval
has been granted by any governmental
body in Sweden which is then performing
the function of the regulation of currency
exchange.
7. CHARGES OF DEPOSITARY.
The Company agrees to pay the fees,
reasonable expenses and outofpocket
charges of the Depositary and those of any
Registrar only in accordance with
agreements in writing entered into
between the Depositary and the Company
from time to time. The Depositary shall
present its statement for such charges and
expenses to the Company once every three
months. The charges and expenses of the
Custodian are for the sole account of the
Depositary.
The following charges shall be incurred by
any party depositing or withdrawing
Shares or by any party surrendering
Receipts or to whom Receipts are issued
(including, without limitation, issuance
pursuant to a stock dividend or stock split
declared by the Company or an exchange
regarding the Receipts or Deposited
Securities or a distribution of Receipts
pursuant to Section 4.3 of the Deposit
Agreement), whichever applicable: (1)
taxes and other governmental charges, (2)
such registration fees as may from time to
time be in effect for the registration of
transfers of Shares generally on the Share
register of the Company or Foreign
Registrar and applicable to transfers of
Shares to the name of the Depositary or its
nominee or the Custodian or its nominee
on the making of deposits or withdrawals
under the Deposit Agreement, (3) such
cable, telex and facsimile transmission
expenses as are expressly provided in the
Deposit Agreement, (4) such expenses as
are incurred by the Depositary in the
conversion of foreign currency pursuant to
Section 4.5 of the Deposit Agreement, (5)
a fee of $5.00 or less per 100 American
Depositary Shares (or portion thereof) for
the execution and delivery of Receipts
pursuant to Section 2.3, 4.3 or 4.4, and the
surrender of Receipts pursuant to Section
2.5 or 6.2 of the Deposit Agreement, (6) a
fee of $.02 or less per American
Depositary Share (or portion thereof) for
any cash distribution made pursuant to the
Deposit Agreement including, but not
limited to Sections 4.1 through 4.4
thereof, (7) a fee of $1.50 or less per
certificate for a Receipt or Receipts for
transfers made pursuant to Section 2.4 of
the Deposit Agreement and (8) a fee for
the distribution of securities pursuant to
Section 4.2 of the Deposit Agreement,
such fee being in an amount equal to the
fee for the execution and delivery of
American Depositary Shares referred to
above which would have been charged as
a result of the deposit of such securities
(for purposes of this clause (8) treating all
such securities as if they were Shares), but
which securities are instead distributed by
the Depositary to Owners.
The Depositary, subject to Article (8)
hereof, may own and deal in any class of
securities of the Company and its affiliates
and in Receipts.
8. LOANS AND PRERELEASE OF
SHARES AND RECEIPTS.
Notwithstanding Section 2.3 of the
Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the
receipt of Shares pursuant to Section 2.2
of the Deposit Agreement (PreRelease).
The Depositary may, pursuant to Section
2.5 of the Deposit Agreement, deliver
Shares upon the receipt and cancellation of
Receipts which have been PreReleased,
whether or not such cancellation is prior to
the termination of such PreRelease or the
Depositary knows that such Receipt has
been PreReleased. The Depositary may
receive Receipts in lieu of Shares in
satisfactory of a PreRelease. Each
PreRelease will be (a) preceded or
accompanied by a written representation
from the person to whom Receipts are to
be delivered that such person, or its
customer, owns the Shares or Receipts to
be remitted, as the case may be, (b) at all
times fully collateralized with cash 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 number of American
Depositary Shares which are outstanding
at any time as a result of PreReleases will
not normally exceed thirty percent (30%)
of the Shares deposited under the Deposit
Agreement; 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 retain for its own
account any compensation received by it
in connection with the foregoing.
9. TITLE TO RECEIPTS.
It is a condition of this Receipt and every
successive holder and Owner of this
Receipt by accepting or holding the same
consents and agrees, that title to this
Receipt 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; provided, however,
that 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 the purpose of
determining the person entitled to
distribution of dividends or other
distributions or to any notice provided for
in the Deposit Agreement and for all other
purposes.
10. 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 shall have been
executed by the Depositary by the manual
or facsimile signature of a duly authorized
signatory of the Depositary and, if a
Registrar for the Receipts shall have been
appointed, countersigned by the manual or
facsimile signature of a duly authorized
officer of the Registrar.
11. REPORTS; INSPECTION OF
TRANSFER BOOKS.
The Company currently furnishes the
Securities and Exchange Commission
(hereinafter called the Commission) with
certain public reports and documents
required by foreign law or otherwise under
Rule 12g32(b) under the Securities
Exchange Act of 1934.
Such reports and communications will be
available for inspection and copying at the
public reference facilities maintained by
the Commission located at 000 Xxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
The Depositary will make available for
inspection by Owners of Receipts at its
Corporate Trust Office any reports and
communications, including any proxy
soliciting material, received from the
Company which are both (a) received by
the Depositary as the holder of the
Deposited Securities and (b) made
generally available to the holders of such
Deposited Securities by the Company.
The Depositary shall also, upon written
request, send to the Owners of Receipts
copies of such reports furnished by the
Company pursuant to the Deposit
Agreement.
The Depositary shall keep books for the
registration of Receipts and transfers of
Receipts which at all reasonable times shall
be open for inspection by the Owners of
Receipts, provided that such inspection
shall not be for the purpose of
communicating with Owners of Receipts
in the interest of a business or object other
than the business of the Company or a
matter related to the Deposit Agreement
or the Receipts.
12. DIVIDENDS AND
DISTRIBUTIONS.
Whenever the Depositary shall receive any
cash dividend or other cash distribution on
any Deposited Securities, the Depositary
shall, if at the time of receipt thereof any
amounts received in a foreign currency can
in the judgment of the Depositary be
converted on a reasonable basis into
United States dollars transferable to the
United States, and subject to the Deposit
Agreement, convert such dividend or
distribution into Dollars and shall
distribute the amount thus received (net of
the fees of the Depositary as provided in
the Deposit Agreement, if applicable) to
the Owners of Receipts entitled thereto,
provided, however, that in the event that
the Company or the Depositary shall be
required to withhold and does withhold
from such cash dividend or such other
cash distribution in respect of any
Deposited Securities an amount on
account of taxes, the amount distributed
to the Owners of the Receipts evidencing
American Depositary Shares representing
such Deposited Securities shall be reduced
accordingly.
Subject to the provisions of Sections 4.11
and 5.9 of the Deposit Agreement,
whenever the Depositary shall receive any
distribution other than a distribution
described in Sections 4.1, 4.3 or 4.4 of the
Deposit Agreement, the Depositary shall
cause the securities or property received by
it to be distributed to the Owners of
Receipts entitled thereto, in any manner
that the Depositary may deem equitable
and practicable for accomplishing such
distribution; provided, however, that if in
the reasonable opinion of the Depositary
such distribution cannot be made
proportionately among the Owners of
Receipts entitled thereto, or if for any
other reason the Depositary reasonably
deems such distribution not to be feasible,
the Depositary may adopt such method as
it may deem equitable and practicable for
the purpose of effecting such distribution,
including, but not limited to, the public or
private sale of the securities or property
thus received, or any part thereof, and the
net proceeds of any such sale (net of the
fees of the Depositary as provided in
Section 5.9 of the Deposit Agreement)
shall be distributed by the Depositary to
the Owners of Receipts entitled thereto as
in the case of a distribution received in
cash.
If any distribution upon any Deposited
Securities consists of a dividend in, or free
distribution of, Shares, the Depositary
may, and shall if the Company shall so
request, distribute to the Owners of out-
standing Receipts entitled thereto,
additional Receipts evidencing an
aggregate number of American Depositary
Shares representing the amount of Shares
received as such dividend or free distri-
bution, subject to the terms and conditions
of the Deposit Agreement with respect to
the deposit of Shares and the issuance of
American Depositary Shares evidenced by
Receipts, including the withholding of any
tax or other governmental charge as
provided in Section 4.11 of the Deposit
Agreement and the payment of the fees of
the Depositary as provided in Section 5.9
of the Deposit Agreement. In lieu of
delivering Receipts for fractional
American Depositary Shares in any such
case, the Depositary shall sell the amount
of Shares represented by the aggregate of
such fractions and distribute the net
proceeds, all in the manner and subject to
the conditions set forth in the Deposit
Agreement. If additional Receipts are
not so distributed, each American
Depositary Share shall thenceforth also
represent the additional Shares distributed
upon the Deposited Securities represented
thereby.
In the event that the Depositary
reasonably determines that any dis-
tribution in property (including Shares and
rights to subscribe therefor) is subject to
any tax or other governmental charge
which the Depositary is obligated to
withhold, the Depositary may by public or
private sale dispose of all or a portion of
such property (including Shares and rights
to subscribe therefor) in such amounts and
in such manner as the Depositary deems
reasonably necessary to pay any such taxes
or charges and the Depositary shall
distribute the net proceeds of any such sale
after deduction of such taxes or charges to
the Owners of Receipts entitled thereto.
13. CONVERSION OF FOREIGN
CURRENCY.
Whenever the Depositary shall receive
foreign currency, by way of dividends or
other distributions or the net proceeds
from the sale of securities, property or
rights, and if at the time of the receipt
thereof the foreign currency so received
can in the judgment of the Depositary be
converted on a reasonable basis into
Dollars and the resulting Dollars trans-
ferred to the United States, the Depositary
shall convert or cause to be converted, by
sale or in any other manner that it may
reasonably determine, such foreign
currency into Dollars, and such Dollars
shall be distributed to the Owners entitled
thereto or, if the Depositary shall have
distributed any warrants or other
instruments which entitle the holders
thereof to such Dollars, then to the holders
of such warrants and/or instruments upon
surrender thereof for cancellation. Such
distribution may be made upon an
averaged or other practicable basis without
regard to any distinctions among Owners
on account of exchange restrictions, the
date of delivery of any Receipt or
otherwise and shall be net of any expenses
of conversion into Dollars incurred by the
Depositary as provided in Section 5.9 of
the Deposit Agreement.
If such conversion or distribution can be
effected only with the approval or license
of any government or agency thereof, the
Depositary shall file such application for
approval or license, if any, as it may deem
desirable.
If at any time the Depositary shall
determine that in its judgment any foreign
currency received by the Depositary is not
convertible on a reasonable basis into
Dollars transferable to the United States,
or if any approval or license of any
government or agency thereof which is
required for such conversion is denied or
in the opinion of the Depositary is not
obtainable, or if any such approval or
license is not obtained within a reasonable
period as determined by the Depositary,
the Depositary may distribute the foreign
currency (or an appropriate document
evidencing the right to receive such
foreign currency) received by the
Depositary to, or in its discretion may hold
such foreign currency uninvested and
without liability for interest thereon for the
respective accounts of, the Owners
entitled to receive the same.
If any such conversion of foreign
currency, in whole or in part, cannot be
effected for distribution to some of the
Owners entitled thereto, the Depositary
may in its discretion make such conversion
and distribution in Dollars to the extent
permissible to the Owners entitled thereto
and may distribute the balance of the
foreign currency received by the
Depositary to, or hold such balance
uninvested and without liability for
interest thereon for the respective accounts
of, the Owners entitled thereto.
14. RIGHTS.
In the event that the Company shall offer
or cause to be offered to the holders of any
Deposited Securities any rights to
subscribe for additional Shares or any
rights of any other nature, the Depositary
shall have discretion as to the procedure to
be followed in making such rights
available to any Owners or in disposing of
such rights on behalf of any Owners and
making the net proceeds available to such
Owners or, if by the terms of such rights
offering or for any other reason, the
Depositary may not either make such
rights available to any Owners or dispose
of such rights and make the net proceeds
available to such Owners, then the
Depositary shall allow the rights to lapse.
If at the time of the offering of any rights
the Depositary reasonably determines that
it is lawful and feasible to make such rights
available to all Owners or to certain
Owners but not to other Owners, the
Depositary may distribute, to any Owner
to whom it determines the distribution to
be lawful and feasible, in proportion to the
number of American Depositary Shares
held by such Owner, warrants or other
instruments therefor in such form as it
deems appropriate.
In circumstances in which rights would
otherwise not be distributed, if an Owner
of Receipts requests the distribution of
warrants or other instruments in order to
exercise the rights allocable to the
American Depositary Shares of such
Owner under the Deposit Agreement, the
Depositary will make such rights available
to such Owner upon written notice from
the Company to the Depositary that (a) the
Company has elected in its sole discretion
to permit such rights to be exercised and
(b) such Owner has executed such
documents as the Company has deter-
mined in its sole discretion are reasonably
required under applicable law.
If the Depositary has distributed warrants
or other instruments for rights to all or
certain Owners, then upon instruction
from such an Owner pursuant to such
warrants or other instruments to the
Depositary from such Owner to exercise
such rights, upon payment by such Owner
to the Depositary for the account of such
Owner of an amount equal to the purchase
price of the Shares to be received upon the
exercise of the rights, and upon payment
of the fees of the Depositary and any other
charges as set forth in such warrants or
other instruments, the Depositary shall, on
behalf of such Owner, exercise the rights
and purchase the Shares, and the
Company shall cause the Shares so
purchased to be delivered to the
Depositary on behalf of such Owner. As
agent for such Owner, the Depositary will
cause the Shares so purchased to be depos-
ited pursuant to Section 2.2 of the Deposit
Agreement, and shall, pursuant to Section
2.3 of the Deposit Agreement, execute
and deliver Receipts to such Owner. In
the case of a distribution pursuant to the
second paragraph of this Article (14), such
Receipts shall be legended in accordance
with applicable U.S. laws, and shall be
subject to the appropriate restrictions on
sale, deposit, cancellation and transfer
under such laws.
If the Depositary reasonably determines
that it is not lawful and feasible to make
such rights available to all or certain
Owners, it may sell the rights, warrants or
other instruments in proportion to the
number of American Depositary Shares
held by the Owners to whom it has
determined it may not lawfully or feasibly
make such rights available, and allocate
the net proceeds of such sales (net of the
fees of the Depositary as provided in
Section 5.9 of the Deposit Agreement and
all taxes and governmental charges
payable in connection with such rights and
subject to the terms and conditions of the
Deposit Agreement) for the account of
such Owners otherwise entitled to such
rights, warrants or other instruments, upon
an averaged or other practical basis
without regard to any distinctions among
such Owners because of exchange re-
strictions or the date of delivery of any
Receipt or otherwise.
The Depositary will not offer rights to
Owners unless both the rights and the
securities to which such rights relate are
either exempt from registration under the
Securities Act of 1933 with respect to a
distribution to Owners or are registered
under the provisions of such Act. If an
Owner of Receipts requests distribution of
warrants or other instruments,
notwithstanding that there has been no
such registration under such Act, the
Depositary shall not effect such dis-
tribution unless it has received an opinion
from counsel in the United States for the
Company upon which the Depositary may
rely that such distribution to such Owner is
exempt from such registration.
The Depositary shall not be responsible for
any failure to determine that it may be
lawful or feasible to make such rights
available to Owners in general or any
Owner in particular.
15. RECORD DATES.
Whenever any cash dividend or other cash
distribution shall become payable or any
distribution other than cash shall be made,
or whenever rights shall be issued with
respect to the Deposited Securities, or
whenever for any reason the Depositary
causes a change in the number of Shares
that are represented by each American
Depositary Share, or whenever the
Depositary shall receive notice of any
meeting of holders of Shares or other
Deposited Securities, the Depositary shall
fix a record date (a) for the determination
of the Owners of Receipts who shall be (i)
entitled to receive such dividend,
distribution or rights or the net proceeds of
the sale thereof or (ii) entitled to give
instructions for the exercise of voting
rights at any such meeting, or (b) on or
after which each American Depositary
Share will represent the changed number
of Shares, subject to the provisions of the
Deposit Agreement.
16. VOTING OF DEPOSITED
SECURITIES.
Upon receipt of notice of any meeting or
solicitation of proxies or consents from
holders of Deposited Securities, if
requested in writing by the Company, the
Depositary shall, as soon as practicable
thereafter, mail to the Owners of Receipts
a notice, the form of which notice shall be
in the discretion of the Depositary upon
consultation with the Company, which
shall contain (a) such information as is
contained in such notice of meeting or
solicitation received by the Depositary,
and (b) a statement that the Beneficial
Owners of Receipts at the close of
business on a specified record date will be
entitled, subject to any applicable
provisions of Swedish law, the Articles of
Association of the Company and the
Deposited Securities, to instruct the
Depositary as to the exercise of voting
rights, if any, pertaining to the amount of
Deposited Securities represented by their
respective American Depositary Shares,
(c) a brief statement as to the manner in
which such instructions may be given,
including, when applicable, an express
indication that instructions may be given
to the Depositary to give a discretionary
proxy to a designated member or members
of the Board of Directors of the Company,
and (d) a statement that by instructing the
Depositary as to the exercise of voting
rights with respect to the Deposited
Securities such Beneficial Owner will be
deemed (i) to authorize the Depositary to
cause the number of Deposited Securities
evidenced by the number of American
Depositary Shares held by such Beneficial
Owner to be registered in the name of such
Beneficial Owner ten (10) calendar days
prior to the date on which such vote is to
occur and immediately after such vote to
register such Deposited Securities in the
name of the Depositary or the Custodian
or their respective nominees, and (ii) to
authorize the Company and the
Depositary to make such other
arrangements as they may deem necessary
or advisable consistent with Swedish law,
the Articles of Association of the
Company and the terms of the Deposited
Securities to permit the Depositary to carry
out such instructions, and (iii) to agree not
to transfer, surrender or otherwise dispose
of such Beneficial Owners American
Depositary Shares representing such
Deposited Securities until after the date
such vote is to occur. Upon the written
request of a Beneficial Owner of a Receipt
on such record date, received on or before
the date established by the Depositary for
such purpose, the Depositary shall
endeavor insofar as practicable to vote or
cause to be voted the amount of Deposited
Securities represented by such Receipt in
accordance with the instructions set forth
in such request. The Depositary agrees
not to vote the amount of Deposited
Securities represented by a Receipt except
in accordance with nondiscretionary
instructions (except with respect to a
discretionary proxy to a designated
member or members of the Board of
Directors of the Company as aforesaid)
from the Beneficial Owner of such
Receipt and the Depositary agrees that it
shall not be entitled to solicit or act upon
any discretionary proxy (except as
aforesaid).
17. CHANGES AFFECTING
DEPOSITED SECURITIES.
In circumstances where the provisions of
Section 4.3 of the Deposit Agreement do
not apply, upon any change in nominal
value, change in par value, splitup,
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 in respect of
Deposited Securities shall be treated as
new Deposited Securities under the
Deposit Agreement, and American De-
positary Shares shall thenceforth represent
the new Deposited Securities so received
in exchange or conversion, unless ad-
ditional Receipts are delivered pursuant to
the following sentence. In any such case
the Depositary may, and shall if the
Company shall so request, execute and
deliver additional Receipts as in the case
of a dividend in Shares, or call for the
surrender of outstanding Receipts to be
exchanged for new Receipts specifically
describing such new Deposited Securities.
18. LIABILITY OF THE COMPANY
AND DEPOSITARY.
Neither the Depositary nor the Company
shall incur any liability to any Owner or
holder of any Receipt, if 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 governmental
or regulatory authority or stock exchange,
or by reason of any provision, present or
future, of the Articles of Association of
the Company, or by reason of any act of
God or war or other circumstances beyond
its control, the Depositary or the Company
shall be prevented or forbidden from, or be
subject to any civil or criminal penalty on
account of, doing or performing any act or
thing which by the terms of the Deposit
Agreement it is provided shall be done or
performed; nor shall the Depositary or the
Company incur any liability to any Owner
or holder of a Receipt by reason of any
nonperformance or delay, caused as
aforesaid, in the performance of any act or
thing which by the terms of the Deposit
Agreement it is provided shall or may be
done or performed, or by reason of any
exercise of, or failure to exercise, any
discretion provided for in the Deposit
Agreement. Where, by the terms of a
distribution pursuant to Sections 4.1, 4.2
or 4.3 of the Deposit Agreement, or an
offering or distribution pursuant to
Section 4.4 of the Deposit Agreement, or
for any other reason, such distribution or
offering may not be made available to
Owners of Receipts, and the Depositary
may not dispose of such distribution or
offering on behalf of such Owners and
make the net proceeds available to such
Owners, then the Depositary shall not
make such distribution or offering, and
shall allow any rights, if applicable, to
lapse. Neither the Company nor the
Depositary assumes any obligation or shall
be subject to any liability under the
Deposit Agreement to Owners or holders
of Receipts, except that they agree to
perform their obligations specifically set
forth in the Deposit Agreement without
negligence or bad faith. The Depositary
shall not be subject to any liability with
respect to the validity or worth of the
Deposited Securities. Neither the
Depositary nor the Company shall be
under any obligation to appear in,
prosecute or defend any action, suit or
other proceeding in respect of any
Deposited Securities or in respect of the
Receipts, which in its opinion may involve
it in expense or liability, unless indemnity
satisfactory to it against all expense and
liability shall be furnished as often as may
be required, and the Custodian shall not be
under any obligation whatsoever with
respect to such proceedings, the
responsibility of the Custodian being
solely to the Depositary. Neither the
Depositary nor the Company shall be liable
for any action or nonaction by it in reliance
upon the advice of or information from
legal counsel, accountants, any person
presenting Shares for deposit, any Owner
or holder of a Receipt, or any other person
believed by it in good faith to be
competent to give such advice or
information. The Depositary shall not be
liable for any acts or omissions made by a
successor depositary whether in connec-
tion with a previous act or omission of the
Depositary or in connection with any
matter arising wholly after the removal or
resignation of the Depositary, provided
that in connection with the issue out of
which such potential liability arises the
Depositary performed its obligations
without negligence or bad faith while it
acted as Depositary. The Depositary shall
not be responsible for any failure to carry
out any instructions to vote any of the
Deposited Securities, or for the manner in
which any such vote is cast or the effect of
any such vote, provided that any such
action or nonaction is in good faith. The
Company agrees to indemnify the
Depositary, its directors, employees,
agents and affiliates and any Custodian
against, and hold each of them harmless
from, any liability or expense (including,
but not limited to, the reasonable fees and
expenses of counsel) which may arise out
of acts performed or omitted, in
accordance with the provisions of the
Deposit Agreement and of the Receipts, as
the same may be amended, modified or
supplemented from time to time, (i) by
either the Depositary or a Custodian or
their respective directors, employees,
agents and affiliates, except for any
liability or expense arising out of the
negligence or bad faith of either of them,
or (ii) by the Company or any of its
directors, employees, agents and affiliates.
No disclaimer of liability under the
Securities Act of 1933 is intended by any
provision of the Deposit Agreement.
19. RESIGNATION AND
REMOVAL OF THE DEPOSITARY.
The Depositary may at any time resign as
Depositary under the Deposit Agreement
by written notice of its election so to do
delivered to the Company, such
resignation to take effect upon the ap-
pointment 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, effective upon the appointment
of a successor depositary and its
acceptance of such appointment as
provided in the Deposit Agreement.
Whenever the Depositary reasonably
determines that it is in the best interest of
the Owners of Receipts to do so, it may
appoint substitute or additional custodian
or custodians.
20. AMENDMENT.
The form of the Receipts and any provi-
sions of the Deposit Agreement may at
any time and from time to time be
amended by agreement between the
Company and the Depositary in any
respect which they may deem necessary or
desirable. Any amendment which shall
impose or increase any fees or charges
(other than taxes and other governmental
charges, registration fees, cable, telex or
facsimile transmission costs, delivery costs
or other such expenses), or which shall
otherwise prejudice any substantial
existing right of Owners of Receipts, shall,
however, not become effective as to
outstanding Receipts until the expiration
of thirty days after notice of such
amendment shall have been given to the
Owners of outstanding Receipts. Every
Owner of a Receipt at the time any
amendment so becomes effective shall be
deemed, by continuing to hold such
Receipt, to consent and agree to such
amendment and to be bound by the
Deposit Agreement as amended thereby.
In no event shall any amendment impair
the right of the Owner of any Receipt to
surrender such Receipt and receive
therefor the Deposited Securities
represented thereby, except in order to
comply with mandatory provisions of
applicable law.
21. TERMINATION OF DEPOSIT
AGREEMENT.
The Depositary shall at any time at the
direction of the Company terminate the
Deposit Agreement by mailing notice of
such termination to the Owners of all
Receipts then outstanding at least 90 days
prior to the date fixed in such notice for
such termination. The Depositary may
likewise terminate the Deposit Agreement
by mailing notice of such termination to
the Company and the Owners of all
Receipts then outstanding if at any time 90
days shall have expired after the
Depositary shall have delivered to the
Company a written notice of its election to
resign and a successor depositary shall not
have been appointed and accepted its
appointment as provided in the Deposit
Agreement. On and after the date of
termination, the Owner of a Receipt will,
upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary,
(b) payment of the fee of the Depositary
for the surrender of Receipts referred to in
Section 2.5 of the Deposit Agreement and
(c) 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 the American Depositary
Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the
date of termination, the Depositary
thereafter shall discontinue the registration
of transfers of Receipts, shall suspend the
distribution of dividends to the Owners
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, 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, in each
case, the fee of the Depositary for the
surrender of a Receipt, any expenses for
the account of the Owner of such Receipt
in accordance with the terms and condi-
tions of the Deposit Agreement and any
applicable taxes or governmental charges).
At any time after the expiration of one
year from the date of termination, the
Depositary may sell the Deposited
Securities then held under the Deposit
Agreement and may thereafter hold
uninvested the net proceeds of any such
sale, together with any other cash then
held by it thereunder, unsegregated and
without liability for interest, for the pro
rata benefit of the Owners of Receipts
which have not theretofore been sur-
rendered, such Owners thereupon
becoming general creditors of the
Depositary with respect to such net
proceeds. After making such sale, the
Depositary shall be discharged from all
obligations under the Deposit Agreement,
except to account for such net proceeds
and other cash (after deducting, in each
case, the fee of the Depositary for the
surrender of a Receipt, any expenses for
the account of the Owner of such Receipt
in accordance with the terms and
conditions of the Deposit Agreement, and
any applicable taxes or governmental
charges). Upon the termination of the
Deposit Agreement, the Company shall be
discharged from all obligations under the
Deposit Agreement except for its
obligations to the Depositary under
Sections 5.8 and 5.9 of the Deposit
Agreement.
22. COMPLIANCE WITH U.S.
SECURITIES LAWS.
Notwithstanding anything in the Deposit
Agreement or this Receipt to the contrary,
the Company and the Depositary each
agrees that it will not exercise any rights it
has under the Deposit Agreement to
prevent the withdrawal or delivery of
Deposited Securities in a manner which
would violate the U.S. securities laws,
including, but not limited to, Section
I.A.(1) of the General Instructions to the
Form F6 Registration Statement, as
amended from time to time, under the
Securities Act of 1933.
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