[On the letterhead of Gemplus International S.A.]
February 19, 2003
Depositary Receipts Division
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 000000
Facsimile: 000-000-000-0000
Attention: American Depositary Receipt Administration
Ladies and Gentlemen:
We refer to the deposit agreement in relation to the Level III American
Depositary Receipt program currently listed on the National Association of
Securities Dealers Automated Quotation dated December 7, 2000 ("Deposit
Agreement"), among Gemplus International S.A. (the "Company"), Citibank N.A., as
depositary ("Citibank"), and all Holders and Beneficial Owners from time to time
of American Depositary Receipts issued thereunder, governing the American
Depositary Receipts program for our Shares (the "ADR Program"). All capitalized
terms used, but not otherwise defined herein, shall have the meaning given to
such terms in the Deposit Agreement.
Pursuant to Section 5.4 of the Deposit Agreement, you are hereby notified of
your removal as depositary thereunder, effective upon the later to occur of (i)
March 17, 2003 or (ii) the effective date of the applicable Registration
Statement on Form F-6 with respect to the Deposit Agreement, as declared
effective by the Securities and Exchange Commission (the "Succession Date").
Deutsche Bank Trust Company Americas ("Deutsche Bank"), by agreeing to and
accepting this letter, has, in accordance with Section 5.4 of the Deposit
Agreement, accepted its appointment as successor depositary ("Successor
Depositary") for the ADR Program (the "Appointment") and agrees to be bound by
the terms of this letter and to perform the obligations set forth herein,
subject to the Securities and Exchange Commission declaring the applicable
Registration Statement on Form F-6 effective.
In connection with the Appointment and in accordance with Section 5.4 of the
Deposit Agreement, the Company directs Citibank (i) to transfer to Deutsche Bank
all of Citibank's rights and powers under the Deposit Agreement, (ii) to duly
assign, transfer, and deliver all right, title and interest in the Deposited
Securities under the Deposit Agreement to Deutsche Bank, and (iii) to deliver to
Deutsche Bank a list of the Holders and Beneficial Owners of all Receipts
outstanding under the Deposit Agreement as of the opening of business in New
York City on the Succession Date, and (iv) to deliver all books and records
relating to the ADR Program maintained by Citibank and its agents.
Deutsche Bank will separately provide you with a supplemental written request
for any additional information and records and will provide to Citibank any
information reasonably required to ensure a smooth transfer of the ADR Program
to Deutsche Bank.
Deutsche Bank will promptly mail notice of its Appointment as successor
depositary for the ADR Program to the Holders and Beneficial Owners of Receipts.
In accordance with the terms of the Deposit Agreement, Citibank will not charge
the Company, Deutsche Bank or any Holder or Beneficial Owner of Receipts any
fees associated with the change of Depositary.
We thank you for your past services and look forward to your co-operation in
facilitating the transfer of the ADR Program to Deutsche Bank. Please
acknowledge receipt of this letter by signing and dating below and returning the
signed and dated copy to the undersigned at the Company's address set forth
above. To the extent you deliver the Deposited Securities to Deutsche Bank, you
will be deemed to have executed this letter agreement and to have acknowledged
your agreement with the provisions hereof.
Yours sincerely,
Gemplus International S.A.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Executive Vice President
and General Counsel
Agreed and accepted by:
Citibank N.A.
By: _________________________
Name:
Title:
Date:
Deutsche Bank Trust Company Americas, as successor depositary for the ADR
Program of Gemplus International S.A., hereby acknowledges and accepts its
Appointment hereunder in accordance with the Section 5.4 of the Deposit
Agreement and this notice.
Agreed and accepted by:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
a member of the Deutsche Bank Group
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
