Exhibit A to Deposit Agreement

 Exhibit A to Deposit Agreement

No.

[Sponsored-Exempt]

AMERICAN DEPOSITARY SHARES

(Each American Depositary

Share represents one

deposited Share)

THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR NON-RESTRICTED B SHARES

OF

SVENSKA CELLULOSA AKTIEBOLAGET SCA

(INCORPORATED UNDER THE LAWS OF THE KINGDOM 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 Non-Restricted B Shares (herein called "Shares") of Svenska Cellulosa Aktiebolaget SCA, incorporated under the laws of the Kingdom of Sweden (herein called the "Company").  At the date hereof, each American De­positary Share represents one Share which is either deposited or subject to deposit under the Deposit Agreement (as defined below) at the principal Stockholm office of Svenska Handelsbanken or the principal Stockholm office of Skandinaviska Enskilda Banken (herein collectively called the "Custodian"), as agent for the Depositary.  The Depositary's Office is located at a different address than its principal executive office.  Its Depositary's 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 DEPOSITARY'S 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 December 4, 1995 (herein called the "Deposit Agreement"), by and among the Company, the Depositary, and all 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 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 Depositary's 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 Depositary's Office or at such other offices as it may designate of this Receipt for the purpose of withdrawal of the Deposited Securities represented hereby, and upon payment of the fee of the Depositary for the cancellation of this Receipt, and subject to the terms and condi­tions of the Deposit Agreement, the Holder hereof is entitled to physical or electronic delivery through VPC or institutions that maintain accounts with VPC, 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.  Physical delivery of such Deposited Securities may be made, if physical delivery is possible, by the delivery of certificates therefor properly endorsed or accompanied by proper instruments of transfer to such Holder or as ordered by him.  Such delivery shall be made at the option of the Holder hereof, without unreasonable delay, either at the of­fice of the Custodian or if deliverable in certificated form, at the Depositary's Office, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Depositary's Office shall be at the risk and expense of the Holder hereof.  The sur­render of outstanding Receipts and withdrawal of Deposited Securi­ties may not be suspended, except as required in connection with (i) temporary delays caused by closing the  transfer books of the Depositary or the Com­pany (or the appointed agent for the Company for the transfer and registration of Shares) 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, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The Depositary shall register transfers on its transfer books from time to time of this Receipt, upon any surrender of this receipt, by the Holder hereof in person or by a duly authorized attorney, properly endorsed for transfer or ac­companied by proper instruments of transfer.  This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, representing 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, split-­up, combination, or surrender of any Receipt or with­drawal of any Deposited Securities, the Depositary or for the Custo­dian may require payment from 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 satisfactory to it as to the identity and genuineness of any signature and may also require compliance with laws or governmental regula­tions relating to American depositary receipts or to the withdrawal of Deposited Securities.

 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 transfer or surrender 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 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 authority, 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.

The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws in the United States, including, without limitation, the laws referenced in Article (22).

4. LIABILITY OF HOLDER FOR TAXES.

If any tax or other governmental charge shall become payable  by or on behalf of the Custodian, the Depositary or the Company with respect to any Receipt or any Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced hereby, including any taxes payable on transfer, such tax or other governmental charge shall be payable by the Holder hereof to the Depositary.  The Depositary may, and upon instructions from the Company shall, (i) refuse to effect any registration of transfer of this Receipt or any split-up or combination hereof or any withdrawal of Deposited Securities until such payment is made, or (ii) withhold or deduct from any distributions on such Deposited Securities, or sell for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify such Holder prior to such sale), and apply after deduction for its expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any defi­ciency.  

5. WARRANTIES OF DEPOSITORS.

Every person depositing Shares hereunder shall be deemed thereby to represent and war­rant that such Shares and each certificate therefor are validly issued, subscribed and allotted, fully paid, non-assessable, and net subject to preemption rights and that the person making such deposit is duly authorized so to do and that such Shares are not "restricted securities" as such term is defined in Rule 144 of the Securities Act of 1933.  Such representations and warran­ties 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 Holder of a Receipt may be required from time to time to file such proof of citizenship or resi­dence, exchange control approval, or such information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the VPC) of the Shares presented for deposit or other information, to execute such certificates and to make such representations and warranties, as the De­positary or the  Company may deem necessary or proper.  The Depositary may and, at the request of the Company, will withhold the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribu­tion or 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.  

7. CHARGES OF DEPOSITARY.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket 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 any 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 of stock regard­ing the Receipts or Deposited Securities or a distribu­tion of Receipts pursuant to Section 4.03 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 the appointed agent of the Company for transfer and recordation of Shares which may but need not be the VPC) and accordingly 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 hereunder, (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 4.05 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 2.03 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.03 of the Deposit Agreement, and the sur­render of Re­ceipts pursuant to Section 2.05 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 4.01 through 4.04 of the Deposit Agreement, (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.

The Depositary, subject to Article (8) hereof and any applicable provisions of Swedish law and the Articles of Association of the Company, may own and deal in any class of securi­ties of the Company and its affiliates and in Receipts.

  8. LOANS AND PRE-RELEASE OF SHARES AND RECEIPTS.

Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the re­ceipt of Shares pursuant to Section 2.02 of the Deposit Agree­ment ("Pre-Release").  The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released.  The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release 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 Pre-Releases 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.

The Company shall not incur any liability to the Holders and Owners of Receipts as a result of actions taken by the Depositary pursuant to this Article (8).

  9. TITLE TO RECEIPTS.

It is a condition of this Receipt, and every successive owner and Holder 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, shall be 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 Holder hereof 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 or 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 signature of a duly autho­rized officer or, if a Registrar shall have been appointed, by the manual 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 12g3-2(b) under the Securities Exchange Act of 1934.

Such reports and communications will be available for inspec­tion and copying by Holders and Owners at the public reference facilities maintained by the Commission located at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.

The Depositary shall make available for inspection by Holders of Receipts at the Depositary's Office any reports and communications 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 send to Holders of Receipts copies of such reports when furnished by the Company pursuant to Section 5.06 of the Deposit Agreement. Any such re­ports and communications furnished to the Depositary by the Company shall be in English to the extent required under the Securities Exchange Act of 1934 and to the extent such reports and communications have been translated by the Company.

The Depositary shall keep books in New York City for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Holders of Receipts, provided, that such inspection shall not be for the purpose of communicating with Holders 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 by the Company on any Deposited Securi­ties, the Depositary shall, subject to the provisions of Section 4.05 of the Deposit Agreement, convert such dividend or distribution into dollars and shall distribute the amount thus received to the Holders of Receipts entitled thereto, in  proportion to the number of American Deposi­tary Shares representing such Deposited Securities held by them respectively; provided, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any of such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such dis­tribution or (b) any amounts (i) withheld or requested to be with­held by the Company, the Custodian or the Depositary from any such distribution on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign cur­rency into U.S. dollars pursuant to Section 4.05 of the Deposit Agreement.

Whenever the Depositary shall receive any distribution other than cash or Shares upon any Deposited Securities, the Depositary shall cause the securities or property received by it to be dis­tributed to the Holders of Receipts entitled thereto, in propor­tion to the number of American Depositary Shares represent­ing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplish­ing such distribution that has been approved by the Company; pro­vided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed, such distri­bution cannot be made among the Holders of Receipts entitled thereto, or if for any other reason (including any requirement that the Company, its agent or the Depositary withhold an amount on account of taxes) the Depositary 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 the sale (at public or pri­vate sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be dis­tributed by the Deposi­tary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash, provided further, that if any securities to be sold pursuant to the preceding clause are listed on a stock exchange or traded on an over-the-counter market, such securities shall be sold on such a stock exchange or over-the-counter market.  The Holders alone shall be responsible for pay­ment of any taxes or other governmental charges due as a result of sales or transfers pursuant hereto.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts en­titled thereto,  in proportion to the number of American Deposi­tary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares  representing the amount of Shares re­ceived as such dividend or free distribution.  In lieu of deliver­ing Receipts for fractional American Depositary Shares in any such case, the Depositary may 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 described in Sec­tions 4.01 and 4.02 of the Deposit Agreement.  If additional Receipts are not so distrib­uted (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

Notwithstanding any other provision of this Receipt or the Deposit Agreement, in the event that the Depositary determines that any dis­tribution in property (including Shares or rights to sub­scribe therefor) is subject to any tax 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 as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders 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 trans­ferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and such dol­lars shall be distributed to the Holders of Receipts 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 to the Holders may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions or otherwise.

If such conversion or distribution to the Holders 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 authority 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 for the respec­tive ac­counts of, the Holders of Receipts entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the accounts of, the Holders of Receipts 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 the Holders of Re­ceipts or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, take action as follows:

(i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Holders of Receipts by means of war­rants or otherwise, the Depositary shall distribute warrants or other instruments therefor in such form as it may deter­mine to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securities, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or trans­fer of rights by such Holders; or

(ii)  if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to Holders of Receipts by means of war­rants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to  lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled to such rights, warrants or other instruments, upon an aver­aged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restric­tions to a particular Holder, or the date of delivery of any Receipt or Receipts, or otherwise.

If registration under the Securities Act of 1933 of the secu­rities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts  and sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts unless and until such a registration statement is in effect, or unless the offering and sale of such securities to the Holders of such Receipts are exempt from registration under the provisions of such Act.

The Company will have no obligation hereunder to register such rights under the Securities Act of 1933.

  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 the Depositary shall receive notice of any meeting of holders of Shares or other 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, the Depositary shall fix a record date (which, in the case of cash dividends, shall be as close as practicable to the cor­responding record date with respect to the Shares), after consulta­tion with the Company, if different from the record date ap­plicable to the Shares or other Deposited Securities, (a) for the determina­tion of the Holders of Receipts who shall be entitled to receive such dividend, distribu­tion or rights, or the net proceeds of the sale thereof, or to give in­structions for the exercise of voting rights at any such meeting or (b) on or after which each American Depositary Share shall rep­resent the changed number of Shares.  Subject to the provisions of Sections 4.01 through 4.05 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, the Holders of Receipts on such record date shall be entitled to receive the amount distributable by the Depositary with respect to such divi­dend or other distribution or such rights or the net pro­ceeds of sale thereof in proportion to the  number of American De­positary Shares held by them respec­tively.

  16. VOTING OF DEPOSITED SECURITIES.

Upon receipt of notice of any meeting of holders of Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereaf­ter, mail to the Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provisions of Swedish law and of the Articles of Association of the  Company, 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, and (c) a brief statement as to the manner  in which such instructions may be given, includ­ing 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.  Upon the writ­ten request of a Holder 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 non-discretionary 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 record holder 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.

Upon any change in par value, split-up, 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 the 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 De­positary Shares shall thenceforth represent the new Deposited Securities so received in exchange or conversion, unless ad­ditional Receipts are delivered pursu­ant to the fol­lowing sen­tence.  In any such case the Depositary may with the Company's approval, and shall if the Company shall so request, execute and deliver additional Re­ceipts as in the case of a  dividend on the 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 Holder of any Receipt, if by reason of any provi­sion of any present or future law of the United States or Sweden or any other country, or of any other governmental authority, 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 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 Holder of a Re­ceipt by reason of any non-performance or delay, caused as aforesaid, in 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.  Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agree­ment to Holders of Receipts, except that they agree to perform such obligations as are specifically set forth and undertaken by them to perform 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 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 non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any 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 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 effect of any such vote, provided that any such action or non-action is in good faith.  The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, (a) any liability or expense which may arise out of acts performed or omitted, in accordance with the  pro­visions of the Deposit Agreement and of this Receipt, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or any Custodian, 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 agents or (b) any liability or expense which may arise out of or in connection with the registration of the Shares represented by the American Depositary Shares with the Com­mission or the offer or sale to the public of the Receipts evidencing the American Deposi­tary Shares except to the extent that such liability or expense arises out of information relating to the Depositary or Custodian, as the case may be, furnished in writing to the Company by the Depositary or Custodian, as the case may be, expressly for use in any registration statement, prospectus or preliminary prospectus relating to the Shares represented by the American Depositary Shares.  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 here­under by written notice of its elec­tion so to do delivered to the Company, such resignation to take effect 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, ef­fective upon the appointment of a suc­cessor depositary and its acceptance of such appointment as provided in the Deposit Agreement.  Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodians after consultation with the Company.

  20. AMENDMENT.

The form of the Receipts and any provi­sions 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), or which shall otherwise preju­dice any substantial existing right of Holders of Receipts, shall, however, not become effective as to outstanding Re­ceipts until the expira­tion of three months after notice of such amendment shall have been given to the Holders of out­standing Receipts.  Every Holder of a Receipt at the time any amendment to the Deposit Agreement 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 Holder of any Receipt to  sur­render such Receipt and receive therefor the Deposited Securi­ties represented thereby.

  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 Holders of all Receipts then outstand­ing at least 30 days prior to the date fixed in such notice for such termination.  The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company and the Holders a written notice of its election to resign and a suc­cessor depositary shall not have been ap­pointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement.  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 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, 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.  At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold 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 Holders of Re­ceipts which have not theretofore sur­rendered their Receipts, such Holders 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 for its obligations to the Company under Section 5.08 of the Deposit Agreement and to account for such net proceeds and other cash.  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 5.08 and 5.09 of the Deposit Agreement.

  22. COMPLIANCE WITH U.S. SECURITIES LAWS.

Notwithstanding any provision of the Deposit Agreement or this Receipt to the contrary, the Holders shall be entitled to withdraw Deposited Securities subject only to the conditions set forth in paragraph I.A.(1) of the General Instructions (or any successor provisions thereto), as in effect from time to  time, to Form F-6 as prescribed by the Commission under the Secu­rities Act of 1933.