Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information:
(i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and
(ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any co...
Disclosure of Beneficial Ownership. (A) Each person who is the holder or the Owner of a Receipt, by holding the same or, as appropriate, by seeking or accepting registration in respect of a Receipt on the Receipt register agrees to notify the Depositary at its Principal Office within 2 days of his acquiring, directly or indirectly (by virtue of the ownership of Receipts or otherwise) an interest in 1% or more of Rio Tinto Shares of such acquisition and the notification (the "Notification") shall include particulars of:
(a) the name, address and citizenship of every person with an interest in the Rio Tinto Shares to which the Notification relates; and
(b) the number of Rio Tinto Shares in which each such person is interested so far as known to the person making the Notification at the date when the Notification is made. If a change occurs in the particulars notified to the Depositary referred to above, the person making the Notification shall, within 2 days of his becoming aware of the change, notify the Depositary at its Principal Office of such change. The Depositary shall notify the Company of such Notification in writing forthwith by facsimile transmission and shall provide the Company with a copy of such Notification which the Depositary receives. The Depositary shall, at the Company's request, also notify the Company forthwith of any person's interest in 1% or more of Rio Tinto Shares so far as the same is ascertainable from the books and records of the Depositary maintained for the purposes of the Deposit Agreement and such notification shall contain the particulars specified in paragraphs (a) and (b) above insofar as they are known to the Depositary. The Depositary, by receiving and forwarding such Notification, shall not take on any responsibility for reporting such Notification or restricting the deposit or sale of Rio Tinto Shares or Receipts or any other duty not imposed on the Depositary concerning such information by United States rules and regulations. In addition, the Depositary by agreeing to this provision does not agree to take any further steps on the Company's behalf regarding beneficial ownership other than as specifically set forth in this Article 7. For the purposes of this Article 7,
(i) two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or depositing securities of the Company shall be deemed a "person";
(ii) the percentage of Rio Tinto Shares in respect of which the obligation to make a Not...
Disclosure of Beneficial Ownership. The Company may from time to time request that any Holder or Owner (or former Holder or Owner) of American Depositary Shares provide information as to the capacity in which it holds or held American Depositary Shares or such beneficial interest and regarding the identity of any other persons then or previously having a beneficial interest in such American Depositary Shares, and the nature of such interest and various other matters. Each such Holder or Owner agrees to provide such information reasonably requested by the Company pursuant to this Section. The Depositary agrees to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any such requests to the Holders or Owners and to forward to the Company any responses to such requests received by the Depositary. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of Receipts) give written notice of their interest and any subsequent changes in their interest to the Company.
Disclosure of Beneficial Ownership. The Company may from time to time request that any Holder or Owner (or former Holder or Owner) of American Depositary Shares provide information as to the capacity in which it holds or held American Depositary Shares or such beneficial interest and regarding the identity of any other persons then or previously having a beneficial interest in such American Depositary Shares, and the nature of such interest and various other matters. Each such Holder or Owner agrees to provide such information reasonably requested by the Company pursuant to this Section. The Depositary agrees to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any such requests to the Holders or Owners and to forward to the Company any responses to such requests received by the Depositary.
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act or the Companys Memorandum and Articles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragrap...
Disclosure of Beneficial Ownership. The Company or the Depositary may from time to time request Holders or former Holders to provide information as to the capacity in which they hold or held Receipts and regarding the identity of any other persons then or previously interested in such Receipts and the nature of such interest and various other matters. Each such Holder agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this Section whether or not still a Holder at the time of such request. The Depositary agrees to use its reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward any such requests to such Holders and to the last known address, if any, of such former Holders and to forward to the Company any responses to such requests received by the Depositary, and to use its reasonable efforts, at the Company's request and expense, to assist the Company in obtaining such information with respect to the ADSs evidenced by an ADR, provided that nothing herein shall be interpreted as obligating the Depositary to provide or obtain any such information not provided to the Depositary by such Holders or former Holders.
Disclosure of Beneficial Ownership. The Company and the Depositary may from time to time request Holders and Beneficial Owners or former Holders or former Beneficial Owners to provide information as to the capacity in which they hold or held Receipts and regarding the identity of any other persons then or previously interested in such Receipts and the nature of such interest and various other matters. Each Holder or Beneficial Owner agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this paragraph and such agreement shall survive any disposition of their interest in Deposited Securities.
Disclosure of Beneficial Ownership. The Company may from time to time request that any Owner or beneficial owner (or former Owner or beneficial owner) of a Receipt provide information as to the capacity in which it holds or held Receipts or such beneficial interest and regarding the identity of any other persons then or previously having a beneficial interest in such Receipts, and the nature of such interest and various other matters. Each such Owner or beneficial owner agrees to provide such information reasonably requested by the Company pursuant to this Article. The Depositary agrees to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary. Each Owner and beneficial owner agrees to comply with any applicable provision of Israeli law with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Owner or beneficial owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Owner or beneficial owner, including the provision of the notifications described below. Under Israeli law, persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of Receipts) are required to give written notice of their interest and any subsequent changes in their interest to the Company. Holders of Receipts are subject to certain provisions of the rules and regulations promulgated under the Securities Exchange Act of 1934 relating to the disclosure of interests in the Shares. Any holder of Receipts who is or becomes directly or indirectly a beneficial owner of 5% (or such other percentage as may be prescribed by law or regulation) or more of the outstanding Shares must within 10 days after becoming so interested and thereafter upon certain changes in such interests notify the Company, any U.S. securities exchange on which the Receipts (or Shares) are traded and the Commission, as required by such rules and regulations.
Disclosure of Beneficial Ownership. The Company may from time to time request Owners to pro- vide information (a) as to the capacity in which such Owners own or owned American Depositary Shares, (b) regarding the identity of any other persons then or previously interested in such American Depositary Shares and (c) the nature of such interest and various other matters. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to this Section. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company any responses to such requests received by the Depositary. Owners will be subject to the provisions of the Hong Kong Securities (Disclosure of Interests) Ordinance (the Ordinance) and any other legislation or regulations of Hong Kong from time to time in effect regarding the disclosure of interests in Shares. For the purposes of this Article, the term interest shall have the meaning ascribed thereto in the Ordinance. Under the Ordinance, an Owner may have a duty to notify the Company if such Owner becomes aware that its interest in Shares (including its interest in Shares represented by ADSs) equals or exceed 10% or more of the issued share capital of the Company. Such Owner may be required to further notify the Company of certain changes in such Owners interest in the Shares, or if such Owner ceases to have an interest in 10% or more of the issued share capital of the Company. Under the Ordinance, the Company has certain rights and duties to make inquiries to persons whom the Company knows or has reasonable cause to believe to be interested in the Shares (including in Shares represented by ADSs) concerning such persons interest in the Shares. In the event that any person with whom the Company has made such inquires fails to respond thereto, or provides false information in response thereto, such person may also be subject to sanctions and criminal penalties. The Depositary agrees that it shall use reasonable efforts to assist the Company in obtaining such information with respect to ADSs, provided that, except as otherwise provided in this Deposit Agreement, nothing herein shall be interpreted as obli- gating the Depositary to provide or obtain any such information not provided to the Depositary by such Owners or otherwise in the possession of the Depositary.
Disclosure of Beneficial Ownership. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Owners and all persons holding Receipts agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Owners to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner thereof as a holder of Shares and Owners agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Owner.
