CITIBANK, N.A. 388 Greenwich Street New York, New York 10013
Exhibit 99.1
CITIBANK, N.A.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 26, 2007
00 Xxxxxxxxx
Xxxxxxxxxx Xxxx X
Xxxxxx 0
Xxxxxxxxx 000000
Xxxxxxxxxx Xxxx X
Xxxxxx 0
Xxxxxxxxx 000000
Chartered
Semiconductor Manufacturing Ltd. — Direct Registration System
for ADSs representing Ordinary Shares
for ADSs representing Ordinary Shares
Ladies and Gentlemen:
Reference is made to the Deposit Agreement, dated as of November 4, 1999 (the “Deposit
Agreement”), by and among Chartered Semiconductor Manufacturing Ltd., a company incorporated
under the laws of the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary
(the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares
(“ADSs”) evidenced by American Depositary Receipts (“ADRs”) issued thereunder, each
ADS representing ten (10) ordinary shares (the “Shares”) of the Company. Capitalized terms
used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.
The purpose of this letter agreement is to supplement the Deposit Agreement to enable the
establishment by the Depositary of a “direct registration system” (the “DR System”) for
ADSs and the issuance by the Depositary of “uncertificated ADSs” as part of the DR System. In
order to enable such issuance of “uncertificated ADSs”, the Company and the Depositary agree as
follows:
1. Notwithstanding any provision of the Deposit Agreement, the Depositary may, at any time and
from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated
ADSs”, and the ADSs evidenced by ADRs, the “Certificated ADSs”). When issuing and
maintaining Uncertificated ADS(s) under the Deposit Agreement (as supplemented by this letter
agreement), the Depositary shall at all times be subject to (i) the standards applicable to
registrars and transfer agents maintaining direct registration systems for equity securities in New
York and issuing uncertificated securities under New York law, and (ii) the terms of New York law
applicable to uncertificated equity securities;
2. Uncertificated ADSs shall not be represented by any instrument(s) but shall be evidenced
only by the registration of “uncertificated securities” on the books and records of the Depositary
maintained for such purpose. Any reference to Holders of ADR(s) or ADS(s) in the Deposit Agreement
shall, in the context of the Uncertificated ADSs, refer to the person(s) in whose name the
Uncertificated ADSs are registered on the books of the Depositary maintained for such purpose;
3. Holders of Uncertificated ADSs that are not subject to any registered pledges, liens,
restrictions or adverse claims, of which the Depositary has written notice at such time, shall at
all times have the right to exchange the Uncertificated ADSs (or any portion thereof) for
Certificated ADSs of the same type and class, subject in each case to applicable laws and any rules
the Depositary may establish in respect of the Uncertificated ADSs;
4. Holders of Certificated ADSs shall, so long as the Depositary maintains the DR System for
the ADSs, have the right to exchange the Certificated ADSs (or any portion thereof) for
Uncertificated ADSs upon (i) the due surrender of the Certificated ADSs to the Depositary for such
purpose, and (ii) the presentation of a written request to such effect to the Depositary, subject
in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s)
and all adverse claims of which the Depositary then has written notice, (b) the terms of the
Deposit Agreement (as supplemented by this letter agreement) and the rules that the Depositary may
establish from time to time for such purposes thereunder; and (c) applicable law.
5. Uncertificated ADSs shall in all respects be identical to Certificated ADSs of the same
type and class, except that (i) no ADR(s) shall be, nor shall need to be, issued to evidence
Uncertificated ADSs, (ii) Uncertificated ADSs shall, subject to the terms of the Deposit Agreement
(as supplemented by this letter agreement), be transferable upon the same terms and conditions as
uncertificated securities under New York law, (iii) each Holder’s ownership of Uncertificated ADSs
shall be recorded on the books and records of the Depositary maintained for such purpose and
evidence of such Holder’s ownership shall be reflected in periodic statements provided by the
Depositary to each such Holder in accordance with applicable law, (iv) the Depositary may from time
to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and
amend or supplement existing rules, as may be deemed reasonably necessary to maintain the DR System
and for the issuance of Uncertificated ADSs on behalf of Holders, provided that such rules do not
conflict with the terms of the Deposit Agreement (as supplemented by this letter agreement) and
applicable law, (v) the Holder of Uncertificated
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ADSs shall not be entitled to any benefits under the Deposit Agreement (as supplemented by
this letter agreement) and such Holder’s Uncertificated ADSs shall not be valid or enforceable for
any purpose against the Depositary or the Company unless such Holder is registered on the books and
records of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with
any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer,
pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such
documentation as the Depositary may reasonably request, and (vii) upon termination of the Deposit
Agreement (as supplemented by this letter agreement), the Depositary shall not require Holders of
Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the
sale of the Deposited Securities represented by such Holders’ Uncertificated ADSs under the terms
of Section 6.2 of the Deposit Agreement;
6. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation,
issuances pursuant to Sections 4.3 and 4.4 thereof, the Depositary may in its discretion determine
to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically
instructed in writing by the applicable Holder to issue Certificated ADSs;
7. Holders of Uncertificated ADSs may request the sale of ADSs through the Depositary, subject
to the terms and conditions generally applicable to the sale of ADSs through the Depositary (which
may be changed by the Depositary from time-to-time);
8. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs
to the same extent as to Certificated ADSs, except as contemplated herein. The Depositary is
authorized and directed to take any and all actions, and establish any and all procedures, deemed
reasonably necessary to give effect to the terms hereof. Any references in the Deposit Agreement
or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context
otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s), individually or
collectively, as the context may require;
9. Except as set forth herein and except as required by applicable law, the Uncertificated
ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement (as
supplemented by this letter agreement). In the event that, in determining the rights and
obligations of parties to the Deposit Agreement (as supplemented by this letter agreement) with
respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit
Agreement and (b) the terms hereof, the terms and conditions set forth herein shall be controlling
and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to
the Uncertificated ADSs; and
10. This letter agreement shall be interpreted under, and all the rights and obligations
hereunder shall be governed by, the laws of the State of New York without regard to the principles
of choice of law thereof.
In addition, the Company and the Depositary agree that (i) the terms hereof supplement the
Deposit Agreement, and do not prejudice any substantial existing rights of Holders of ADSs
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and, as a result, notice may but does not need to be given of the terms hereof to Holders of
ADSs, and (ii) the Company and the Depositary shall make reference to the terms hereof in, or
attach an executed copy hereof to, the next Registration Statement on Form F-6 filing made with the
Securities and Exchange Commission in respect of the ADSs.
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| CITIBANK, N.A., as Depositary |
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| By: | /s/ Xxxx Xxx | |||
| Name: | Xxxx Xxx | |||
| Title: Date: |
Vice President 09/26/2007 |
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Acknowledged and Agreed:
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: CFO
Date: 3 October 2007
Name: Xxxxxx Xxxxxx
Title: CFO
Date: 3 October 2007
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