As filed with the Securities and Exchange Commission
on March 30, 2015
Registration No. 333-148017
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO.1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
GLAXOSMITHKLINE PLC
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND AND WALES
(Jurisdiction of incorporation or organization
of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its
charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective
under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been
filed to register the deposited shares, check the following box. [ ]
The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus
consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit
1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item -1. |
Description of Securities to be Registered |
Cross Reference Sheet
Item Number and Caption
|
|
Location in Form of Receipt Filed
Herewith as Prospectus
|
1. Name
and address of depositary
|
|
Introductory Article |
2. Title
of American Depositary Receipts and identity of deposited securities
|
|
Face of Receipt, top center |
Terms of Deposit:
|
|
|
(i) The amount of deposited securities represented by one unit of American Depositary Receipts |
|
Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities |
|
Articles number 18, 19 and 21 |
(iii) The collection and distribution of dividends |
|
Articles number 4, 14, 15, 18, 20 and 21 |
(iv) The transmission of notices, reports and proxy soliciting material |
|
Articles number 13, 18, 19 and 21 |
(v) The sale or exercise of rights |
|
Articles number 6, 15, 18, 21, 24, 25 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Articles number 14, 15, 18, 20 and 21 |
(vii) Amendment, extension or termination of the deposit agreement |
|
Articles number 23 and 24 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
|
Article number 13 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities |
|
Articles number 2, 3, 4, 5, 6, 8 and 26 |
(x) Limitation upon the liability of the depositary |
|
Articles number 14, 19, 21 and 26 |
3. Fees and
Charges
|
|
Articles 7 and 8 |
|
Item - 2. |
Available Information |
|
|
|
|
Public reports furnished by issuer |
|
Article number 13 |
|
|
|
|
|
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. |
Form of Amended and Restated Deposit Agreement as of ____________, 2015, among GlaxoSmithKline plc, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
|
|
b. |
Form of letter agreement among GlaxoSmithKline plc and The Bank of New York Mellon relating to pre-release activities. – Filed herewith as Exhibit 2. |
|
|
c. |
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above. |
|
|
d. |
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously Filed. |
|
|
e. |
Certification under Rule 466. - Not Applicable. |
|
|
Item - 4.
Undertakings
(a) |
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
(b) |
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 30, 2015.
Legal entity created by the agreement
for the issuance of American Depositary Shares for ordinary shares of GlaxoSmithKline plc.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Slawomir Soltowski
Name: Slawomir Soltowski
Title: Managing Director
Pursuant to the
requirements of the Securities Act of 1933, GLAXOSMITHKLINE PLC has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of London, United Kingdom on March 30, 2015.
GLAXOSMITHKLINE
PLC
By: /s/ Victoria Whyte
Name: Victoria Whyte
Title: Company Secretary
Each person whose
signature appears below hereby constitutes and appoints Victoria Whyte and William Mosher, and each of them severally, his true
and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities
the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection
therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to
act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever
which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any
of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated on March 30, 2015.
/s/ Sir Christopher
Gent |
|
/s/ William
Mosher |
Sir Christopher Gent |
|
William Mosher |
Chairman & Non-Executive Director |
|
Authorized U.S. Representative |
|
|
|
|
|
|
/s/ Sir Philip
Hampton |
|
/s/ Sir Andrew
Witty |
Sir Philip Hampton |
|
Sir Andrew Witty |
Chairman Designate & Non-Executive Director |
|
Chief Executive Officer & Executive |
|
|
Director |
|
|
(principal executive officer) |
|
|
|
/s/ Sir Deryck
Maughar |
|
/s/ Simon
Dingemans |
Sir Deryck Maughar |
|
Simon Dingemans |
Senior Independent Non-Executive Director |
|
Chief Financial Officer & Executive Officer |
|
|
(principal financial and accounting officer) |
|
|
|
/s/ Professor
Sir Roy Anderson |
|
/s/ Dr. Moncef
Slaoui |
Professor Sir Roy Anderson |
|
Dr. Moncef Slaoui |
Non-Executive Director |
|
Chairman, Global Vaccines & Executive |
|
|
Director |
|
|
|
/s/ Dr. Stephanie
Burns |
|
/s/ Lynn
Elsenhans |
Dr. Stephanie Burns |
|
Lynn Elsenhans |
Non-Executive Director |
|
Non-Executive Director |
|
|
|
|
|
|
/s/ Stacey
Cartwright |
|
/s/ Judy
Lewent |
Stacey Cartwright |
|
Judy Lewent |
Non-Executive Director |
|
Non-Executive Director |
|
|
|
|
|
|
/s/ Dr. Daniel
Podolsky |
|
/s/ Tom de
Swaan |
Dr. Daniel Podolsky |
|
Tom de Swaan |
Non-Executive Director |
|
Non-Executive Director |
|
|
|
|
|
|
/s/ Urs Rohner |
|
/s/ Jing
Ulrich |
Urs Rohner |
|
Jing Ulrich |
Non-Executive Director |
|
Non-Executive Director |
|
|
|
|
|
|
/s/ Hans
Wijers |
|
|
Hans Wijers |
|
|
Non-Executive Director |
|
|
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1 |
Form of Amended and Restated Deposit Agreement dated as of ________, 2015, among GlaxoSmithKline plc, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
|
|
|
|
2 |
Form of letter agreement among GlaxoSmithKline plc and The Bank of New York Mellon relating to pre-release activities. |
|
|
=============================================================
GLAXOSMITHKLINE plc
AND
THE BANK OF NEW YORK MELLON,
As Depositary
AND
OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES
Amended and Restated Deposit Agreement
Dated as of ______________, 2015
=============================================================
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS. 2
SECTION 1.01.
Company. 2
SECTION 1.02.
Depositary. 3
SECTION 1.03.
Custodian. 3
SECTION 1.04.
Deposit Agreement 3
SECTION 1.05.
Shares 3
SECTION 1.06.
Deposited Securities. 3
SECTION 1.07.
Receipts. 4
SECTION 1.08.
American Depositary Shares. 4
SECTION 1.09.
Owner 4
SECTION 1.10.
Registrar. 4
SECTION 1.11.
Dollars. 4
SECTION 1.12.
Securities Act of 1933. 4
SECTION 1.13.
Commission. 4
SECTION 1.14.
Foreign Registrar. 4
SECTION 1.15.
Foreign Currency 5
SECTION 1.16.
Restricted Securities 5
ARTICLE 2. FORM
OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS. 5
SECTION 2.01.
Form and Transferability of Receipts 5
SECTION 2.02.
Deposit of Shares 6
SECTION 2.03.
Execution and Delivery of Receipts. 7
SECTION 2.04.
Transfer of Receipts; Combination and Split-up of Receipts. 8
SECTION 2.05.
Surrender of Receipts and Withdrawal of Shares. 9
SECTION 2.06.
Limitations on and Suspension of Execution and Delivery, Transfer and Surrender of Receipts. 10
SECTION 2.07.
Lost Receipts, etc. 10
SECTION 2.08.
Cancellation and Destruction of Surrendered Receipts. 11
SECTION 2.09.
Pre-Release of Receipts. 11
ARTICLE 3. CERTAIN
OBLIGATIONS OF OWNERS OF RECEIPTS. 13
SECTION 3.01.
Filing Proofs, Certificates and Other Information. 13
SECTION 3.02.
Liability of Owner for Taxes. 14
SECTION 3.03.
Warranties on Deposit of Shares. 14
SECTION 3.04.
Disclosure of Beneficial Ownership 15
SECTION 3.05.
Compliance with Information Request. 16
ARTICLE 4. THE DEPOSITED
SECURITIES. 17
SECTION 4.01.
Cash Distributions 17
SECTION 4.02.
Distributions Other Than Cash or Shares. 18
SECTION 4.03.
Distributions in Shares. 18
SECTION 4.04.
Rights. 19
SECTION 4.05.
Conversion of Foreign Currency. 20
SECTION 4.06.
Fixing of Record Date. 21
SECTION 4.07.
Voting of Deposited Securities. 21
SECTION 4.08.
Changes Affecting Deposited Securities. 23
SECTION 4.09.
Reports. 23
SECTION 4.10.
Lists of Receipt Owners. 23
SECTION 4.11.
Withholding. 24
ARTICLE 5. THE DEPOSITARY,
THE CUSTODIANS AND THE COMPANY. 24
SECTION 5.01.
Maintenance of Office and Transfer Books by the Depositary. 24
SECTION 5.02.
Prevention or Delay in Performance by the Depositary or the Company. 25
SECTION 5.03.
Obligations of the Depositary, the Custodian and the Company. 26
SECTION 5.04.
Resignation and Removal of the Depositary; Appointment of Successor Depositary. 27
SECTION 5.05.
The Custodians. 27
SECTION 5.06.
Notices and Reports. 28
SECTION 5.07.
Issuance of Additional Shares, etc. 29
SECTION 5.08.
Indemnification. 29
SECTION 5.09.
Charges of Depositary. 30
SECTION 5.10.
Retention of Depositary Documents. 31
SECTION 5.11.
Exclusivity. 31
SECTION 5.12.
List of Restricted Securities Owners. 31
ARTICLE 6. AMENDMENT
AND TERMINATION. 32
SECTION 6.01.
Amendment. 32
SECTION 6.02.
Termination. 32
ARTICLE 7. MISCELLANEOUS. 33
SECTION 7.01.
Counterparts. 33
SECTION 7.02.
No Third Party Beneficiaries. 33
SECTION 7.03.
Severability. 34
SECTION 7.04.
Holders and Owners as Parties; Binding Effect. 34
SECTION 7.05.
Notices. 34
SECTION 7.06.
Governing Law. 35
SECTION 7.07.
Compliance with U.S. Securities Laws. 35
AMENDED AND RESTATED DEPOSIT AGREEMENT
AMENDED AND RESTATED
DEPOSIT AGREEMENT dated as of ______________, 2015 (the “Deposit Agreement”) among GLAXOSMITHKLINE plc, an English
public limited company (herein called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation,
as depositary hereunder (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares
issued hereunder (“American Depositary Shares”).
W I T N E S S E T H:
WHEREAS, Glaxo
Holdings plc, The Bank of New York, as depositary, and all holders from time to time of American Depositary Receipts issued thereunder
entered into a deposit agreement dated as of October 30, 1991 (the “Glaxo Deposit Agreement”);
WHEREAS, SmithKline,
The Bank of New York, as depositary, and all holders from time to time of American Depositary Receipts issued thereunder entered
into a deposit agreement dated as of July 20, 1995, which was amended as of April 15, 1996 and August 26, 1997 (the “SmithKline
Deposit Agreement);
WHEREAS, the
Company was formed as a new holding company and as a result of a court approved scheme of arrangement under UK law between Glaxo
and SmithKline (the “Merger”), and each holder of SmithKline ordinary shares received 0.4552 Shares (as hereinafter
defined) of the Company for each ordinary share of SmithKline held by such holder and each holder of SmithKline American Depositary
Shares (a “SmithKline Holder”) received 1.138 American Depositary Shares of the Company for each SmithKline American
Depositary Share held by such holder;
WHEREAS, as a
result of the Merger, each holder of Glaxo ordinary shares received one Share of the Company for each ordinary share of Glaxo held
by such holder and each holder of Glaxo American depositary shares (a “Glaxo Holder”) received one American Depositary
Share of the Company for each Glaxo American depositary share held by such holder at the time of the Merger and each Glaxo American
depositary share were deemed, without any action on the part of such holder, to represent one American Depositary Share of the
Company;
WHEREAS, the
Company, Glaxo, SmithKline and the Depositary amended and restated the Glaxo Deposit Agreement and the SmithKline Deposit Agreement
as of December 27, 2000 (the “GlaxoSmithKline Deposit Agreement”) for the purposes set forth in the GlaxoSmithKline
Deposit Agreement;
WHEREAS, the
Company and the Depositary amended and restated the GlaxoSmithKline Deposit Agreement as of December 21, 2007 (the "Prior
Deposit Agreement") to, among other things, provide for the creation of uncertificated American Depositary Shares;
WHEREAS, the
Company and the Depositary now wish to amend the Prior Deposit Agreement to, among other things, update the fees of the Depositary;
WHEREAS, the
Company wishes to provide for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary
or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Amended and Restated
Deposit Agreement, for the creation of American Depositary Shares representing Shares so deposited and, in specified circumstances,
for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and
WHEREAS, the
American Depositary Receipts to be issued hereafter are to be substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this Amended and Restated Deposit Agreement;
NOW, THEREFORE,
in consideration of the premises, the parties hereto agree that the Prior Deposit Agreement is hereby amended and restated to read
as follows:
The following
definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:
SECTION
1.01.
The term "Company" shall mean GlaxoSmithKline plc, an English public limited company, and its successors.
SECTION
1.02.
The term "Depositary" shall mean The Bank of New York Mellon, a New York banking corporation and any successor
as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York 10286.
SECTION
1.03.
The term "Custodian" shall mean the London, England office of the Depositary, which at the date of this Agreement
is located at One Canada Square, London E14 5AL, as agent of the Depositary for the purposes of this Deposit Agreement, and any
other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute
or additional custodian or custodians hereunder, as the context shall require; and shall also mean all of them collectively.
SECTION
1.04.
The term "Deposit Agreement" shall mean this Amended and Restated Deposit Agreement, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions hereof.
SECTION
1.05.
The term "Shares" shall mean ordinary shares of the Company that are validly issued and outstanding and fully
paid, nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities
of the Company; provided, however, that, if there shall occur any change in nominal value, a split-up or consolidation
or any other reclassification or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect
of the Shares of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from
such change in nominal value, split-up or consolidation or such other reclassification or such exchange or conversion. References
to Shares shall include evidence of rights to receive Shares with respect to which the full purchase price has been paid.
SECTION
1.06.
The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited
under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or a Custodian in respect
thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.05.
SECTION
1.07.
The term "Receipts" shall mean the American Depositary Receipts issued hereunder evidencing American Depositary
Shares, as the same may be amended, modified or supplemented from time to time in accordance with the provisions hereof.
SECTION
1.08.
The term "American Depositary Shares" shall mean the rights evidenced by the Receipts issued hereunder and the
interests in the Deposited Securities represented thereby. Each American Depositary Share shall represent two (2) Shares,
until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered
by Section 4.08 with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares
shall evidence the amount of Shares or Deposited Securities specified in such Sections.
SECTION
1.09.
The term "Owner" shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained
for such purpose. For the purposes of Sections 4.07 and 5.03 only, the term “Owner” shall include any person holding
Receipts through the GlaxoSmithKline plc Global BuyDIRECT Plan and any successor plan.
SECTION
1.10.
The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City
of New York, which shall be appointed to countersign Receipts and register Receipts and transfers of Receipts as herein provided.
SECTION
1.11.
The term "dollars" shall mean United States dollars. The term "pounds" shall mean English pounds
sterling.
SECTION
1.12.
The term "Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.
The term "Securities Exchange Act of 1934" shall mean the United States Securities Exchange Act of 1934, as from time
to time amended.
SECTION
1.13.
The term "Commission" shall mean the United States Securities and Exchange Commission or any successor governmental
agency in the United States.
SECTION
1.14.
The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the
Shares or any successor as registrar for the Shares and any other agent of the Company for the transfer and registration of Shares,
including without limitation any securities depository for the Shares.
SECTION
1.15.
The term "foreign currency" shall mean any currency other than dollars.
SECTION
1.16. The
term "Restricted Securities" shall mean Shares, or Receipts representing such Shares, which are acquired directly or
indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain
of transactions not involving any public offering or which are subject to resale limitations under Regulation D under that Act
or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company,
or which are subject to other restrictions on sale or deposit under the laws of the United States or the United Kingdom, or under
a shareholder agreement or the Articles of Association.
ARTICLE 2.
FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION
AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.
SECTION
2.01.
Form and Transferability of Receipts
Definitive Receipts
shall be engraved, printed or lithographed on steel engraved borders and shall be substantially in the form set forth in Exhibit
A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No
Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such 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. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter
provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile or manual signature of
a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary,
notwithstanding that such signatory has ceased to hold such office prior to the execution of such Receipts by the Registrar (if
a Registrar has been appointed) or did not hold such office at the date issuance or delivery of such Receipts.
The Receipts
may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder
or with the rules and regulations of any securities exchange or inter dealer quotation system upon which Receipts may be listed
or quoted or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.
Title to a Receipt
(and to the American Depositary Shares evidenced thereby), 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 Owner thereof as the absolute owner thereof for the purpose of determining
the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement
and for all other purposes.
The rights of
any Owner with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer on
an Owner any rights against the Company or the Depositary or a Custodian except as specifically provided herein.
SECTION
2.02.
Deposit of Shares
Subject to the
terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof
to any Custodian hereunder, properly endorsed or accompanied by any appropriate instrument or instruments of transfer, in form
satisfactory to such Custodian, together with all such certifications and payments as may be required by the Depositary or such
Custodian in accordance with the provisions of this Deposit Agreement, and together with a written order directing the Depositary
to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the
number of American Depositary Shares representing such deposited Shares. No Shares shall be accepted for deposit unless accompanied
by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental authority or body in
the United Kingdom, if any, which is then performing the function of the regulation of currency exchange. No Shares shall
be accepted for deposit unless accompanied by payment of any United Kingdom tax or duty payable by the Depositary or the Custodian
in relation to such deposit or issuance of the corresponding Receipts. If required by the Depositary, Shares presented for
deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for transfer and registration
of Shares, which may but need not be the Foreign Registrar) are closed, shall also be accompanied by an agreement or assignment,
or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to a Custodian of any dividend,
or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have
been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity
or other agreement as shall be satisfactory to the Depositary.
At the request
and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such
Share certificates to a Custodian for deposit hereunder.
Upon each delivery
to a Custodian of a certificate or certificates for Shares, or evidence of rights to receive Shares, to be deposited hereunder,
together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished,
present such certificate or certificates, or evidence of rights, to the Company (or the appointed agent of the Company for transfer
and registration of Shares, which may but need not be the Foreign Registrar), for transfer and recordation of the Shares being
deposited in the name of the Depositary or its nominee or such Custodian or its nominee at the cost and expense of the person making
such deposit.
Deposited Securities
shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.
SECTION
2.03.
Execution and Delivery of Receipts.
Upon receipt
by any Custodian of any deposit pursuant to Section 2.02 hereunder (and in addition, if the transfer books of the Company or the
appointed agent of the Company for the transfer and registration of Shares, which may but need not be the Foreign Registrar, are
open, a proper acknowledgment or other evidence from the Company satisfactory to the Depositary that any Deposited Securities have
been recorded upon the books of the Company or the appointed agent of the Company for the transfer and registration of Shares,
which may but need not be the Foreign Registrar, in the name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the
person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of
American Depositary Shares to be represented thereby. Such notification shall be made by letter or, at the request and risk
and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from
such Custodian, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its
Corporate Trust Office to or upon the order of the person or persons named in the notice delivered to the Depositary, a Receipt
or Receipts, registered in the name or names and representing, in the aggregate, the number of American Depositary Shares to which
such person or persons are entitled, but only upon payment to the Depositary of the fee of the Depositary for the issuance, execution
and delivery of such Receipt or Receipts, and of all taxes and governmental charges and fees payable in connection with such deposit
and the transfer of the Deposited Shares.
SECTION
2.04.
Transfer of Receipts; Combination and Split-up of Receipts.
The Depositary,
subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time
of Receipts, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied
by proper instruments of transfer, and duly stamped as may be required by applicable law. Thereupon the Depositary shall execute
a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto.
The Depositary,
subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized
number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt
or Receipts surrendered.
The Depositary
may, with the prior approval of the Company, and shall, upon the request of the Company appoint one or more co-registrars for the
purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary.
In carrying out its functions, a co-registrar may require evidence of authority and compliance with applicable laws and other requirements
by holders or Owners or persons entitled thereto and will be entitled to protection and indemnity to the same extent as the Depositary.
SECTION
2.05.
Surrender of Receipts and Withdrawal of Shares.
Upon surrender
at the Corporate Trust Office of the Depositary of a Receipt evidencing American Depositary Shares for the purpose of withdrawal
of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of Receipts, and
subject to the terms and conditions of this Deposit Agreement, the Owner of such Receipt shall be entitled to delivery, to him
or upon his order, of the amount of Deposited Securities at the time represented by such Receipt. Delivery of such Deposited Securities
may be made by the delivery of a certificate or certificates therefor, or any other appropriate evidence of title thereto, properly
endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him. Such delivery shall be made, as hereinafter
provided, without unreasonable delay.
A Receipt surrendered
for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer
in blank, and the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the
Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.
Thereupon the Depositary shall direct one or more of the Custodians to deliver at the principal London office of such Custodian,
subject to Sections 2.06, 3.01 and 3.02, and to the other terms and conditions of this Deposit Agreement, to or upon the written
order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities
represented by such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office
of the Depositary of any cash, dividends, distributions or rights with respect to the Deposited Securities represented by such
Receipt, or of any proceeds of sale of any cash, dividends, distributions or rights, which may at the time be held by the Depositary.
At the request,
risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian
to transfer or forward any cash, rights or other property comprising, and to forward a certificate or certificates and other proper
documents of title for, the Deposited Securities represented by such Receipt to the Depositary for delivery at the Corporate Trust
Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable,
telex or facsimile transmission.
SECTION
2.06.
Limitations on and Suspension of Execution and Delivery, Transfer and Surrender of Receipts.
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 the Custodian may require payment from the presentor of the Receipt or the depositor
of Shares 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 Deposited Securities being
withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary
may establish consistent with the provisions of this Deposit Agreement, including, without limitation, Section 7.07.
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 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 or the Company or those maintained for the Company by the Foreign Registrar 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 body or commission, or under any provision of this Deposit Agreement, or for any other reason subject
to Section 7.07 of this Deposit Agreement. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not
be suspended subject only to (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. Without limitation of the foregoing, the Depositary shall not knowingly accept
for deposit under this 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 shall comply with written instructions of the Company
not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may
be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United
States.
SECTION
2.07.
Lost Receipts, etc.
In case any Receipt
shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor, in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed or
lost or stolen Receipt, upon the Owner thereof filing with the Depositary (a) a request for such exchange and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (b) a sufficient indemnity bond and satisfying
any other reasonable requirements imposed by the Depositary.
SECTION
2.08.
Cancellation and Destruction of Surrendered Receipts.
All Receipts
surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled.
The Depositary
agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.05, of substitute Receipts
delivered under Section 2.07, and of cancelled or destroyed Receipts under this Section, in keeping with procedures ordinarily
followed by stock transfer agents located in The City of New York.
SECTION
2.09.
Pre-Release of Receipts.
Unless requested in writing
by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior
to the receipt of Shares pursuant to Section 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.05, 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 and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee,
or its customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title
and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of
the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent
with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts,
as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government
securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity
and security, (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 Shares not deposited but represented by
American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of
the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to
time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes
of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into
hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. For purposes of enabling
the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b)
above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection
with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release
transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).
The Depositary may retain for its own account any
compensation received by it in connection with the foregoing.
| SECTION | 2.10.
Uncertificated American Depositary Shares; DTC Direct Registration System. |
Notwithstanding
anything to the contrary in this Deposit Agreement:
(a) American
Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed
as Exhibit A to this Deposit Agreement summarizes the terms and conditions of, and will be the prospectus required under the Securities
Act of 1933 for, both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement
that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of this Deposit Agreement shall
apply, mutatis mutandis, to both certificated and uncertificated American Depositary Shares.
(b) (i) The
term “deliver”, or its noun form, when used with respect to Receipts, shall mean (A) book-entry transfer of American
Depositary Shares to an account at The Depository Trust Company, or its successor (“DTC”), designated by the person
entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person, (B) registration
of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled
to such delivery and mailing to that person of a statement confirming that registration or (C) if requested by the person entitled
to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more
Receipts.
(ii) The
term “surrender”, when used with respect to Receipts, shall mean (A) one or more book-entry transfers of American Depositary
Shares to the DTC account of the Depositary, (B) delivery to the Depositary at its Corporate Trust Office of an instruction to
surrender American Depositary Shares not evidenced by a Receipt or (C) surrender to the Depositary at its Corporate Trust Office
of one or more Receipts evidencing American Depositary Shares.
(c) American
Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New
York.
(d) The
Depositary shall have a duty to register a transfer, in the case of uncertificated American Depositary Shares, upon receipt from
the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection
(f) below). The Depositary, upon surrender of a Receipt for the purpose of exchanging it for uncertificated American Depositary
Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated
American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging them for certificated American Depositary Shares, shall execute and deliver
to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.
(e) Upon
satisfaction of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall
deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form unless otherwise requested
by the Owner.
(f) (i)
The parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”)
shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered
by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership
shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature
of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary
to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares
to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.
(ii) In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the
Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf
of an Owner in requesting a registration of transfer and delivery as described in subsection (i) has the actual authority to act
on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions
of Sections 5.03 and 5.08 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this
Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.
ARTICLE 3.
CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.
SECTION
3.01.
Filing Proofs, Certificates and Other Information.
Any person presenting
Shares for deposit or any Owner or beneficial 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, taxpayer status, exchange control approval, legal or beneficial ownership
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 Foreign Registrar) of the Shares presented for deposit or other information,
to execute and deliver such certificates and to make such representations and warranties, as the Depositary may deem necessary
or proper or the Company may require by written notice to the Depositary or a Custodian. The Depositary may withhold the
delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other 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. The Depositary, upon the Company's written request, shall provide the Company with copies of any such proofs
of, or information as to, citizenship or residence, exchange control approval, or legal or beneficial ownership which it
receives.
SECTION
3.02.
Liability of Owner for Taxes.
If any tax or
other governmental charge shall become payable with respect to any Deposited Securities represented by any Receipt, such tax or
other governmental charge shall be payable by the Owner or beneficial owner of such Receipt to the Depositary, and the Company
shall have no liability therefor unless the Company is the Owner. The Depositary may refuse to effect any transfer of such Receipt
or any withdrawal of Deposited Securities represented thereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or beneficial owner thereof any part or all of the Deposited Securities
represented by such 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 or beneficial owner of such Receipt shall remain liable for any deficiency.
SECTION
3.03.
Warranties on Deposit of Shares.
Every person
depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate
therefor are validly issued, fully paid, non-assessable and free of any pre-emptive rights of the holders of outstanding Shares
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 Shares or sale of Receipts by that person is not restricted under the Securities Act of 1933. Such representations
and warranties shall survive the deposit of Shares and issuance of Receipts.
SECTION
3.04.
Disclosure of Beneficial Ownership
Any person who
is an Owner or holder of a Receipt must notify the Company of the percentage of its voting rights he holds or is deemed to hold
through his direct or indirect holding of Receipts or other financial instruments (as such term is defined by Chapter 5 of the
UK Financial Conduct Authority’s Disclosure and Transparency Rules (the “DTRs”)) if the percentage of those voting
rights reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100%, or such lesser percentage as may be required
to be disclosed from time to time under any law, regulation, or practice of England and Wales, as soon as possible, but not later
than two trading days (as such term is defined in the DTRs) following the date on which that person learns, is informed or should
have learned of the relevant acquisition, disposal or the possibility of exercising voting rights, at the address set forth in
Section 7.05, by registered or certified mail, including the following information, on Form TR1:
1.
the resulting situation in terms of voting rights;
2.
if applicable, the chain of controlled undertakings (as such term is defined in the DTRs) through which voting rights are
effectively held;
3.
the date on which the threshold was reached or crossed; and
4.
the identity of the shareholder and of the person entitled to exercise voting rights on behalf of that person, if any.
When two or more
persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed a "person" for
the purposes of this Section (sometimes referred to in Section 3.05 as a "connected person"). In addition, each individual
person comprising a part of such partnership, limited partnership, syndicate or other group shall also be deemed a "person"
for the purposes of this Section.
In determining,
for the purposes of this Section, the percentage of voting rights held by an Owner or holder of a Receipt, the voting rights must
be calculated on the basis of all the Shares to which voting rights are attached, even if the exercise of such voting rights is
suspended.
SECTION
3.05.
Compliance with Information Request.
(a)
Notwithstanding any other provision of this Deposit Agreement, each Owner and holder agrees to comply with requests (sometimes
referred to herein as a "Notice") from the Company, pursuant to Section 793 of the Companies Act 2006, as amended (the
“Companies Act”), which are made to provide information as to the capacity in which such Owner or holder owns or owned
Receipts and regarding the identity of any other person then or previously interested in such Receipts and the nature of such interest
(as such term is defined in Part 22 of the Companies Act).
(b)
Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares shall, in
accordance with the Articles of Association of the Company, forfeit the right to (i) direct the voting of such Shares at any meeting
of shareholders and (ii) exercise any other rights with respect to such Shares at any such meeting; provided, however, that in
the case of any such Owner or holder so failing to comply who owns 0.25% or more of the Shares outstanding (a "Substantial
Owner") the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner
shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant
to an Arm's Length Disposal. Compliance with the requirements of a Notice shall be made within 14 days from the date of receipt
of a Notice by an Owner. The foregoing restriction on or limitations of rights with respect to Shares shall cease to apply whenever
(i) the Owner or holder complies with the Notice or (ii) there has been an Arm's Length Disposal of such Shares or the Receipts
representing such Shares. As used in this Section 3.05(b), Arm's Length Disposal means (i) a bona fide sale or transfer to a person
who is not a connected person for full value (including such a sale of Shares on a stock exchange) or, (ii) a disposal pursuant
to a tender offer.
(c)
The foregoing Sections 3.04 and 3.05(a) and (b) are summaries of certain provisions of the Companies Act 2006, the UK Financial
Conduct Authority’s Disclosure and Transparency Rules and the Company's Articles of Association and are in all respects qualified
by the full text thereof, as amended from time to time. Reference to ownership of Shares in said Sections 3.04 and 3.05 shall be
deemed to include ownership of Receipts evidencing American Depositary Shares representing Shares.
(d)
The Depositary agrees to use its reasonable efforts to comply with written requests received from the Company requesting
that the Depositary forward any such requests from the Company to the Owner of Receipts and shall have no liability whatsoever
other than to use such reasonable efforts to comply with such Company's requests.
ARTICLE 4.
THE DEPOSITED SECURITIES.
SECTION
4.01.
Cash Distributions
Whenever the
Depositary or the Custodian shall receive any cash dividend or other cash distribution upon any Deposited Securities, the Depositary
shall, subject to the provisions of this Deposit Agreement, distribute as promptly as practicable the amount thus received to the
Owner on the record date set by the Depositary therefor of Receipts evidencing American Depositary Shares representing such Deposited
Securities, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of them
respectively; provided that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of
(a) any of the Deposited Securities being not entitled, by reason of its date of issuance or otherwise, to receive all or any portion
of such distribution or (b) any amounts (i) required to be withheld by either of the Company, the Custodian or the Depositary on
account of taxes, or (ii) charged by the Depositary in connection with the conversion of foreign currency into U.S. dollars pursuant
to Section 4.05.
In addition,
notwithstanding anything to the contrary in this Deposit Agreement or the Receipts, the Company and the Depositary may make such
arrangements for the payment of dividends or other cash distribution in U.S. dollars as they may agree, including, but not limited
to, the following: On the date established by the Company for declaration of a dividend payable with respect to the Shares, the
Company shall establish a U.S. dollar amount for such dividend or cash distribution payable in respect of the Shares deposited
hereunder. The Depositary shall distribute such amount to Owners on the record date fixed in respect of such dividends or cash
distribution in accordance with Section 4.06 of this Deposit Agreement in proportion to the number of American Depositary Shares
representing Shares held by each of them, subject to adjustments as described in subclauses (a) and (b)(i) above. The Company undertakes
irrevocably to pay to the Depositary such U.S. dollar amounts as and when they become payable to Owners or as the Company and the
Depositary may otherwise agree. The provisions of Section 5.08 shall apply to acts performed or omitted in connection with this
paragraph. Owners and Beneficial Owners shall be deemed to agree that their right to any dividend or cash distribution paid in
U.S. dollars in accordance with this paragraph shall be limited to the U.S. dollar amount set by the Company, as adjusted pursuant
to subclauses (a) and (b)(i) above. The Depositary shall distribute only such amount, however, as can be distributed without distributing
to any Owner of a Receipt a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so
distributed to Owners entitled thereto. The Company or its agent will remit to the appropriate governmental authority or agency
in the United Kingdom all amounts withheld and owing to such authority or agency. The Depositary will, as promptly as practicable,
forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company
or its agent to file necessary reports with governmental agencies.
SECTION
4.02.
Distributions Other Than Cash or Shares.
Subject to the
provisions of Section 4.11, whenever the Depositary shall receive any distribution other than a distribution described in Sections
4.01, 4.03 or 4.04, the Depositary shall cause the securities or property received by it to be distributed as promptly as practicable
to the Owners 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; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among
the Owners of Receipts entitled thereto, or if for any other reason (including, without limitation, a determination that such distribution
in the United States would be unlawful or any requirement that the Company 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 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 Owners of Receipts entitled
thereto as in the case of a distribution received in cash. The Depositary may withhold any distribution of securities under this
Section 4.02 if it has not received satisfactory assurances from the Company that the distribution does not require registration
under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property
it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses payable by Owners pursuant
to Section 5.09 in respect of that distribution.
SECTION
4.03.
Distributions in Shares.
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 as promptly as practicable to the Owners 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, subject to the terms and conditions of this Deposit Agreement with respect to the deposit
of Shares and issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided
in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09 (and the Depositary may
sell, by public or private sale, an amount of the Shares received sufficient to pay its fees and expenses payable by Owners pursuant
to Section 5.09 in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares if
it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under
the Securities Act of 1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary
shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly
as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. 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.
If the Company
declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other
securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may,
after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary
considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary
may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities
Act of 1933.
SECTION
4.04.
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, after consultation with the Company, shall have discretion as to the
procedure to be followed in making such rights available to the Owners of Receipts or in disposing of such rights on behalf of
such Owners and making the net proceeds available in dollars to such Owners or, if by the terms of such rights offering or for
any other reason outside the control of the Depositary after use of reasonable efforts, 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; 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
Owners of Receipts by means of warrants or otherwise, the Depositary shall distribute as promptly as practicable warrants or other
instruments therefor in such form as it may determine to the Owners 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 Owners; 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 Owners 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 reasonable 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 the account of the Owners 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 Owners because of exchange restrictions,
or the date of delivery of any Receipt or Receipts, or otherwise and distribute the net proceeds so allocated to the extent practicable
as in the case of a distribution received in cash pursuant to Section 4.01.
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 Owners of Receipts and sell the securities represented by such rights, the Depositary will not offer such rights to the Owners
of Receipts unless and until it has received evidence reasonably satisfactory to it that such a registration statement is in effect,
or that the offering and sale of such securities to the Owners of such Receipts are exempt from registration under the provisions
of such Act; provided that nothing in this Deposit Agreement shall create, or be construed to create, any obligation on the part
of the Company to file such a registration statement or to endeavor to have such a registration statement declared effective.
Each of the Depositary
and the Company 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.
SECTION
4.05.
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,
as promptly as practicable, 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 as promptly as practicable to the Owners 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 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 5.09 of this 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, as
promptly as practicable, 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 governmental 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 uninvested and without liability for interest thereon for the respective accounts
of, the Owners 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 Owners of Receipts entitled thereto, the
Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Owners of Receipts
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 of Receipts entitled thereto for whom such
conversion and distribution is not practicable.
SECTION
4.06.
Fixing of Record Date.
Whenever any
distribution is being made upon any Deposited Securities or any meeting of owners of Shares or other Deposited Securities is being
held or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation
of any consent or any other matter, the Depositary shall, after consultation with the Company, fix a record date, which shall be
the same as, or as near as practicable to, any corresponding record date set by the Company with respect to Shares, for the determination
of the Owners of Receipts evidencing the American Depositary Shares representing such Deposited Securities who shall be entitled
to receive such distributions for the exercise of voting rights at any such meeting, to receive such notice or solicitation or
to act in respect of such other matter. Subject to this Deposit Agreement, only such Owners at the close of business on such record
date shall be entitled to receive any such distribution or proceeds, to give such voting instructions, to receive such notice or
solicitation or to act in respect of any such other matter.
SECTION
4.07.
Voting of Deposited Securities.
Upon receipt
of any notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, unless
otherwise requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts
a notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that each Owner of
Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of this Deposit
Agreement and of law and of the Articles of Association of the Company and the Deposited Securities, to instruct the Depositary
either (i) as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented
by their respective American Depositary Shares or (ii) to irrevocably appoint such Owner of Receipts (or any other person such
Owner shall name) in respect of any meeting (including any adjourned meeting) at which holders of Shares or other Deposited Securities
are entitled to vote as the Depositary’s proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof)
in respect of the Shares or other Deposited Securities evidenced by the Receipts held by such Owner as of the close of business
on the specified record date, and (c) a statement as to the manner in which such instructions may be given, including an express
indication that instructions may be given under (i) above telephonically or via the Internet, and, including an express indication
that instructions may be given (or deemed given in accordance with the last sentence of this paragraph if no instruction is received)
to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the telephonic or written request,
including requests received via the Internet, of an 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 in so far as practicable either, as the case may be, to vote
or cause to be voted the amount of Shares or other Deposited Securities represented by such Receipt, or, if requested in writing,
to irrevocably appoint such Owner of Receipts (or such person so named by such Owner) as the Depositary’s proxy with respect
to the Shares or other Deposited Securities evidenced by the Receipts held by such Owner as of the close of business on the specified
record date, in accordance with the instructions set forth in such request. The Depositary shall not (i) vote or attempt
to exercise the right to vote that attaches to the Shares or other Deposited Securities underlying a Receipt or (ii) appoint the
Owner of such Receipt a proxy with respect to such Shares or Deposited Securities, other than in accordance with the instructions
(or deemed instructions) from the Owner of such Receipt. If no instructions are received by the Depositary from any Owner with
respect to any of the Shares and Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s
Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed
the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and Deposited Securities
and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided
that no such instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company
agrees to provide such information as promptly as practicable in writing) that (x) the Company does not wish such proxy given,
(y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holder of Shares.
There can be
no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently
prior to the date established by the Depositary for return of written instructions to ensure that the Depositary will either, as
the case may be, vote the Shares or Deposited Securities or appoint a proxy, in accordance with the provisions set forth in the
preceding paragraph.
SECTION
4.08.
Changes Affecting Deposited Securities.
In circumstances
where the provisions of Section 4.03 do not apply, upon any change in nominal value, 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 a Custodian
in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under this
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, unless the Company advises the Depositary to the contrary, 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.
SECTION
4.09.
Reports.
The Depositary
shall 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 send to Owners of Receipts copies of such reports when furnished by the Company pursuant to Section 5.06.
SECTION
4.10.
Lists of Receipt Owners.
Promptly upon
request by the Company, the Depositary shall furnish to it as promptly as practicable a list, as of a recent date, of the names,
addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the
Depositary or the Registrar.
SECTION
4.11.
Withholding.
Notwithstanding
any other provision in this Deposit Agreement, in the event that the Depositary determines that any distribution in property (including
Shares and 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 any 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 Owners of Receipts entitled
thereto in proportion to the number of American Depositary Shares held by them respectively.
ARTICLE 5.
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY.
SECTION
5.01.
Maintenance of Office and Transfer Books by the Depositary.
Until termination
of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance
with the provisions of this Deposit Agreement. The Depositary or its agent agrees to register as a foreign nominee for the
purposes of this Deposit Agreement pursuant to English law.
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 this Deposit Agreement or
the Receipts.
The Depositary
may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance
of its duties hereunder or at the request of the Company.
If any Receipts
or the American Depositary Shares represented thereby are listed on one or more stock exchanges in the United States, the Depositary
shall act as Registrar and may, with the prior approval of the Company, and shall, upon the request of the Company, appoint a Registrar
or one or more co-registrars for registration of such Receipts in accordance with any requirements of such exchange or exchanges.
Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or
with the approval of the Company.
SECTION
5.02.
Prevention or Delay in Performance by the Depositary or the Company.
Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
holder of any Receipt (i) if by reason of any provision of any present or future law or regulation of the United States 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 or similar document of the Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances
beyond its control, the Depositary or the Company shall be prevented, delayed 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 this Deposit Agreement or the Deposited
Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed,
(iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the
inability of any Owner or holder of any Receipt to benefit from any distribution, offering, right or other benefit which is made
available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or
holders of Receipts, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03, or an offering or distribution pursuant to Section
4.04, or for any other reason outside the control of the Depositary after use of reasonable efforts, such distribution or offering
may not be made available to Owners, 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.
SECTION
5.03.
Obligations of the Depositary, the Custodian and the Company.
The Company assumes
no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners or holders of Receipts, except
that it agrees to use its best judgment and good faith in the performance of its obligations set forth in this Deposit Agreement.
The Depositary assumes
no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners or holders of Receipts (including,
without limitation, liability with respect to the validity or worth of the Deposited Securities), other than that it agrees to
use its best judgment and good faith in the performance of its obligations as are specifically set forth in this Deposit Agreement.
Neither the Depositary
nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding on behalf
of any Owners or holders of Receipts or any other person in respect of any Deposited Securities or in respect of the American Depositary
Shares.
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, governmental authority, any person presenting Shares for deposit, any Owner 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 connection 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 liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of Deposited Securities or otherwise.
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.
No disclaimer
of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
SECTION
5.04.
Resignation and Removal of the Depositary; Appointment of Successor 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 hereinafter provided.
The Depositary
may at any time be removed as Depositary by the Company by written notice of such removal effective upon the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.
In case at any
time the Depositary acting hereunder shall resign or be removed, the Company shall use its reasonable best efforts to appoint a
successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.
Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums
due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights
and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and all other
records maintained by such predecessor in connection with this Deposit Agreement. Any such successor depositary shall promptly
mail notice of its appointment to the Owners of Receipts.
Any corporation
into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution
or filing of any document or any further act.
SECTION
5.05.
The Custodians.
The Depositary
has initially appointed the office of the Depositary in London, England as custodian and agent of the Depositary for the purposes
of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects
to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from
its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such
resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary
shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company, each of which
shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest
of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or custodians approved by the Company,
which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary, any Custodian shall deliver such
of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian
or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment,
an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change,
the Depositary shall give notice thereof in writing to the Company and all Owners of Receipts.
Upon the appointment
of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair
the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request
of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and
complete power and authority as agent hereunder of such successor depositary.
SECTION
5.06.
Notices and Reports.
On or before
the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions
or the offering of any rights, the Company agrees to transmit to the Depositary and each Custodian a copy of the notice thereof
in the form given or to be given to holders of Shares or other Deposited Securities.
The Depositary
will, at the Company's expense, arrange for the prompt transmittal by any Custodian to the Depositary of such notices and any other
reports and communications which are made generally available by the Company to holders of its Shares, and, if requested in writing
by the Company, arrange for the mailing, at the Company's expense, of copies thereof to all Owners of Receipts or, at the written
request of the Company, make such notices, reports and other communications available to all Owners on a basis similar to that
for owners of Shares or other Deposited Securities, or on such other basis as the Company may advise the Depositary may be required
by any applicable law, regulation or stock exchange requirement.
SECTION
5.07.
Issuance of Additional Shares, etc.
The Company agrees
that prior to any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable
for Shares, or (4) rights to subscribe for such securities, the Company will promptly furnish to the Depositary a written opinion
from counsel for the Company in the United States, which counsel shall be reasonably satisfactory to the Depositary, stating whether
or not the circumstances of such issue are such as to make it necessary for a registration statement under the Securities Act of
1933 to be in effect prior to the delivery of the Receipts to be issued in connection with such securities or the issuance of such
rights. If in the opinion of such counsel a registration statement is required, such counsel shall furnish to the Depositary
a written opinion as to whether or not there is a registration statement in effect which will cover such issuance of securities
or rights. Notwithstanding the preceding two sentences, no such written opinion need be furnished to the Depositary in the
event that the Company notifies the Depositary that a registration statement is in effect as to such Shares under the Securities
Act of 1933 or, in the case of any Share option scheme of the Company, the Company notifies the Depositary that a written opinion
of such counsel previously has been furnished to the Depositary to the effect that registration of Shares, or options in respect
of Shares, to be issued under such scheme is in effect under the Securities Act of 1933 or is not required thereunder.
The Company agrees
with the Depositary that neither the Company nor any company controlling, controlled by or under common control with, the Company
will at any time deposit any Shares, either upon original issuance or upon a sale of Shares previously issued and reacquired by
the Company or by any such company, unless a registration statement is in effect as to such Shares under the Securities Act of
1933, or unless the Company shall have delivered to the Depositary a written opinion from United States counsel for the Company,
which counsel shall be reasonably satisfactory to the Depositary, to the effect that registration under the Securities Act of 1933
is not required therewith.
SECTION
5.08.
Indemnification.
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, reasonable fees and expenses of counsel) which may arise out of
or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer
or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this
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 and except to the extent that such liability or expense arises out
of information relating to the Depositary furnished in writing to the Company by the Depositary, as applicable, expressly for use
in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary
placement memorandum) or (ii) by the Company or any of its directors, employees, agents and affiliates.
The Depositary
agrees to indemnify the Company its directors, employees, agents and affiliates and hold each of them harmless from any liability
or expense (including, but not limited to, reasonable fees and expenses of counsel) which may arise out of acts performed or omitted
by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad
faith.
SECTION
5.09.
Charges of Depositary.
The Company agrees
to pay the fees and out-of-pocket expenses 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 following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares 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 American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.03), or by Owners, as 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 or from 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 this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery
of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender of American Depositary Shares pursuant to
Section 2.05 or 6.02, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made
pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution
of securities pursuant to Section 4.02, 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 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary
to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof)
per annum for depositary services, which will be payable as provided in clause 9, and (9) any other charges payable by the Depositary,
any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing
of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary
in accordance with Section 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge
or by deducting such charge from one or more cash dividends or other cash distributions).
The Depositary may
collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees.
The Depositary,
subject to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
SECTION
5.10.
Retention of Depositary Documents.
The Depositary
is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the
times permitted by the governing statutes unless the Company requests that such papers be retained for a longer period or turned
over to the Company or to a successor depositary.
SECTION
5.11.
Exclusivity.
Subject to Section
5.04, the Company agrees not to appoint any other depositary for issuance of American Depositary Receipts representing American
Depositary Shares so long as The Bank of New York Mellon is acting as Depositary hereunder.
| SECTION | 5.12.
List of Restricted Securities Owners. |
From time to
time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or
entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees
to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder.
The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.
ARTICLE 6.
AMENDMENT AND TERMINATION.
SECTION
6.01.
Amendment.
The form of the
Receipts and any provisions of this 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 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.
SECTION
6.02.
Termination.
The Depositary
shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the
Owners 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 this 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 depository shall not have been appointed and accepted its appointment
as provided in Section 5.04. On and after the date of termination, the Owner of a Receipt, upon surrender of such Receipt
at the Corporate Trust Office of the Depositary, upon the payment of the fee of the Depositary for the surrender of Receipts referred
to in Section 2.05 (except as otherwise agreed in writing between the Company and the Depositary), and upon payment of any applicable
taxes or governmental charges, will be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented
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 this Deposit Agreement, except that the Depositary shall continue
to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in this 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 conditions of this 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 hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash
then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners which have not
theretofore surrendered their Receipts, 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 this 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 this Deposit
Agreement, and any applicable taxes or governmental charges). Upon the termination of this Deposit Agreement, the Company
shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections
5.08 and 5.09 hereof.
ARTICLE 7.
MISCELLANEOUS.
SECTION
7.01.
Counterparts.
This Deposit
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts
shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the
Custodians and shall be open to inspection by any holder or Owner of a Receipt during business hours.
SECTION
7.02.
No Third Party Beneficiaries.
This Deposit Agreement
is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give any
legal or equitable right, remedy or claim whatsoever to any other person.
SECTION
7.03.
Severability.
In case any one
or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby.
SECTION
7.04.
Holders and Owners as Parties; Binding Effect.
The holders and
Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance thereof.
SECTION
7.05.
Notices.
Any and all notices
to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to GlaxoSmithKline plc, Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex,
UB6 0NN, Attention: Secretary or any other place to which the Company may have transferred its principal office.
Any and all notices
to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 101 Barclay, New York, New York 10286, or
any other place to which the Depositary may have transferred its Corporate Trust Office.
Any and all notices
to be given to any Owner of a Receipt shall be deemed to have been duly given if personally delivered or sent by mail or cable,
telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the
transfer books for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address designated in such request.
Delivery of a
notice sent to the Company or the Depositary shall be deemed to be effected when received. Delivery of a notice sent to an
Owner of a Receipt by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage
prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile
transmission received by it from the other or from any Owner of a Receipt, notwithstanding that such cable, telex or facsimile
transmission shall not subsequently be confirmed by letter as aforesaid.
SECTION
7.06.
Governing Law.
This Deposit
Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by the laws of the State of New York.
SECTION
7.07.
Compliance with U.S. Securities Laws.
Notwithstanding
any terms of this Deposit Agreement 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 United States Securities laws, including, but not limited to, Section IA(1) of the General Instruction to the Form F-6
Registration Statement, as amended from time to time, under the Securities Act of 1933.
IN WITNESS WHEREOF,
GLAXOSMITHKLINE plc and THE BANK OF NEW YORK MELLON have duly executed this agreement as of the day and year first set forth above
and all Owners of Receipts shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms
hereof.
GLAXOSMITHKLINE
plc
By:
Name:
Title:
THE BANK OF NEW YORK
MELLON,
as Depositary
By:
Name:
Title:
EXHIBIT A TO
DEPOSIT AGREEMENT
THE RIGHTS OF OWNERS TO DIRECT THE VOTING
SHARES
MAY BE RESTRICTED AS DESCRIBED IN PARAGRAPH
11 BELOW
| No. | AMERICAN DEPOSITARY SHARES (Each American Depositary Share representing two deposited Shares) |
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES OF
GLAXOSMITHKLINE plc
(Incorporated under the laws of England)
The Bank of New York
Mellon as depositary (hereinafter called the “Depositary”), hereby certifies that ________, or registered assigns IS
THE OWNER OF ________________
AMERICAN DEPOSITARY SHARES
(herein called “American Depositary
Shares”) representing deposited ordinary shares (including evidence of rights to receive such shares, herein called “Shares”)
of GlaxoSmithKline plc, an English public limited company (herein called the “Company”). At the date hereof, each American
Depositary Share represents two (2) Shares which are either deposited or subject to deposit under the Deposit Agreement at the
London, England office of the Depositary (herein called the “Custodian”). The Depositary’s Corporate Trust Office
is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
THE DEPOSITARY’S CORPORATE TRUST OFFICE
ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y.
10286
This American Depositary
Receipt is one of the American Depositary Receipts (herein called “Receipts”), all issued and to be issued upon the
terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of _____________, 2015 (as it may be amended,
modified or supplemented from time to time, herein called the “Deposit Agreement”), by and among the Company, the Depositary
and all Owners (herein called “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 becomes 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 or
in lieu of such Shares and held thereunder (such Shares and any and all of such securities, property and cash are herein called
“Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s 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 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 certificate or certificates hereof or any other
appropriate evidence of title hereof, properly endorsed or accompanied by proper instruments of transfer 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.
| 3. | TRANSFERS, SPLIT-UPS 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 accompanied by proper instruments
of transfer and funds sufficient to pay any applicable transfer taxes and expenses of the Depositary and upon compliance with such
regulations, if any, as the Depositary may establish for such purpose, provided that the Depositary may close the transfer books,
at any time or from time to time, when deemed expedient by it in connection with the performance of its duties under the Deposit
Agreement or at the request of the Company. 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 the Custodian may require payment from the presentor of the Receipt
or the depositor of Shares 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 Deposited
Securities being withdrawn) and payment of any applicable fees with respect to the surrender of any Receipt and withdrawal of any
Deposited Securities 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 such regulations, if any, as the Depositary may establish consistent
with the provisions of the Deposit Agreement or this Receipt, including, without limitation, paragraph (25) of this Receipt.
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 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 or the Company or those maintained for the Company by the Foreign Registrar 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 body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any
other reason, subject to paragraph (25) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may
not be suspended subject only to (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. Without limitation of the foregoing, the Depositary will 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 shall comply with written instructions
of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances
as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the
United States.
| 4. | LIABILITY OF OWNER FOR TAXES. |
If any tax
or other governmental charge shall become payable with respect to any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Owner or beneficial owner hereof to the Depositary, and the Company shall have no liability
therefor unless the Company is the Owner. The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of
Deposited Securities represented hereby until such payment is made, and may withhold any dividends or other distributions, or may
sell for the account of the Owner or beneficial owner hereof any part or all of the Deposited Securities represented 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 or beneficial owner hereof shall remain liable for any deficiency.
| 5. | WARRANTIES OF DEPOSITOR. |
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, non-assessable and free of any pre-emptive rights of the holders of outstanding Shares
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 Shares or sale of Receipts by that person is not restricted under 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 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, legal or beneficial ownership 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 Foreign Registrar) of the Shares presented for deposit or other information, to execute and deliver such
certificates and to make such representations and warranties, as the Depositary may deem necessary or proper or the Company may
require by written notice to the Depositary or a Custodian. The Depositary may withhold the delivery or registration of transfer
of any Receipt or the distribution or sale of any dividend or other 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. No Share shall be
accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted
by any governmental body in the United Kingdom, if any, which is then performing the function of the regulation of currency exchange.
The Company agrees
to pay the fees and out-of-pocket expenses 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 following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares 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 American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as 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 or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of 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 4.05 of the Deposit Agreement, (5)
a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05
or 6.02 of the Deposit Agreement, (6) a fee of $.05 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 for the distribution of securities pursuant to Section 4.02 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 7 treating all such securities as if they were Shares) but which
securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05
or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided
in clause 9, and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the
agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement
and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).
The Depositary may
collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees.
The Depositary,
subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
From time to
time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Holders,
or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance
of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers,
dealers or other service providers that are affiliates of the Depositary and that may earn or share fees and commissions.
| 8. | PRE-RELEASE OF RECEIPTS. |
Unless requested in writing by the Company to cease
doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, 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 and agreement from the person to whom Receipts are to be delivered
(the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or Receipts to be remitted, as the
case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary
in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts,
as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary,
disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully
collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will
provide substantially similar liquidity and security, (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
Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not
normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right
to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company,
change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release
transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate.
For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred
to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the
Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts
upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).
The Depositary may retain for its own account any
compensation received by it in connection with the foregoing.
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 or for all other purposes.
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. | DISCLOSURE OF BENEFICIAL OWNERSHIP. |
Any person who
is an Owner or holder of a Receipt must notify the Company of the percentage of its voting rights he holds or is deemed to hold
through his direct or indirect holding of Receipts or other financial instruments (as such term is defined by Chapter 5 of the
UK Financial Conduct Authority’s Disclosure and Transparency Rules (the “DTRs”)) if the percentage of those voting
rights reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100%, or such lesser percentage as may be required
to be disclosed from time to time under any law, regulation, or practice of England and Wales, as soon as possible, but not later
than two trading days (as such term is defined in the DTRs) following the date on which that person learns, is informed or should
have learned of the relevant acquisition, disposal or the possibility of exercising voting rights, at the address set forth in
Section 7.05 of the Deposit Agreement, by registered or certified mail, including the following information, on Form TR1:
1.
the resulting situation in terms of voting rights;
2.
if applicable, the chain of controlled undertakings (as such term is defined in the DTRs) through which voting rights are
effectively held;
3.
the date on which the threshold was reached or crossed; and
4.
the identity of the shareholder and of the person entitled to exercise voting rights on behalf of that person, if any.
When two or more
persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed a "person" for
the purposes of this Section (sometimes referred to in Section 3.05 of the Deposit Agreement as a "connected person").
In addition, each individual person comprising a part of such partnership, limited partnership, syndicate or other group shall
also be deemed a "person" for the purposes of this Section.
In determining,
for the purposes of this Article, the percentage of voting rights held by an Owner or holder of a Receipt, the voting rights must
be calculated on the basis of all the Shares to which voting rights are attached, even if the exercise of such voting rights is
suspended.
12. COMPLIANCE
WITH INFORMATION REQUESTS.
(a)
Notwithstanding any other provision of the Deposit Agreement, each Owner and holder agrees to comply with requests (sometimes
referred to herein as a "Notice") from the Company, pursuant to Section 793 of the Companies Act 2006, as amended (the
“Companies Act”), which are made to provide information as to the capacity in which such Owner or holder owns or owned
Receipts and regarding the identity of any other person then or previously interested in such Receipts and the nature of such interest
(as such term is defined in Part 22 of the Companies Act).
(b)
Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares shall, in
accordance with the Articles of Association of the Company, forfeit the right to (i) direct the voting of such Shares at any meeting
of shareholders and (ii) exercise any other rights with respect to such Shares at any such meeting; provided, however, that in
the case of any such Owner or holder so failing to comply who owns 0.25% or more of the Shares outstanding (a "Substantial
Owner") the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner
shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant
to an Arm's Length Disposal. Compliance with the requirements of a Notice shall be made within 14 days from the date of receipt
of a Notice by an Owner. The foregoing restriction on or limitations of rights with respect to Shares shall cease to apply whenever
(i) the Owner or holder complies with the Notice or (ii) there has been an Arm's Length Disposal of such Shares or the Receipts
representing such Shares. As used in Section 3.05(b) of the Deposit Agreement, Arm's Length Disposal means (i) a bona fide sale
or transfer to a person who is not a connected person for full value (including such a sale of Shares on a stock exchange) or,
(ii) a disposal pursuant to a tender offer.
(c)
The foregoing Sections 3.04 and 3.05(a) and (b) of the Deposit Agreement are summaries of certain provisions of the Companies
Act 2006, the UK Financial Conduct Authority’s Disclosure and Transparency Rules and the Company's Articles of Association
and are in all respects qualified by the full text thereof, as amended from time to time. Reference to ownership of Shares in said
Sections 3.04 and 3.05 of the Deposit Agreement shall be deemed to include ownership of Receipts evidencing American Depositary
Shares representing Shares.
(d)
The Depositary agrees to use its reasonable efforts to comply with written requests received from the Company requesting
that the Depositary forward any such requests from the Company to the Owner of Receipts and shall have no liability whatsoever
other than to use such reasonable efforts to comply with such Company's requests.
| 13. | REPORTS; INSPECTION OF TRANSFER BOOKS. |
The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system
or at public reference facilities maintained by the Commission in Washington, D.C.
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 will
also send to Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.
The Depositary
will 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.
| 14. | DIVIDENDS AND DISTRIBUTIONS. |
Whenever the
Depositary or the Custodian receives any cash dividend or other cash distribution upon any Deposited Securities, the Depositary
will, subject to the provisions of the Deposit Agreement, distribute as promptly as practicable the amount thus received to the
Owner on the record date set by the Depositary therefor of Receipts evidencing American Depositary Shares representing such Deposited
Securities, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of them
respectively; provided that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any
of the Deposited Securities being not entitled, by reason of its date of issuance or otherwise, to receive all or any portion of
such distribution or (b) any amounts (i) required to be withheld by either of the Company, the Custodian or the Depositary on account
of taxes, or (ii) charged by the Depositary in connection with the conversion of foreign currency into U.S. dollars pursuant to
Section 4.05 of the Deposit Agreement.
In addition,
notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the Company and the Depositary may make such
arrangements for the payment of dividends or other cash distribution in U.S. dollars as they may agree, including, but not limited
to, the following: On the date established by the Company for declaration of a dividend payable with respect to the Shares, the
Company shall establish a U.S. dollar amount for such dividend or cash distribution payable in respect of the Share deposited hereunder.
The Depositary shall distribute such amount to Owners on the record date fixed in respect of such dividends or cash distribution
in accordance with Section 4.06 of the Deposit Agreement in proportion to the number of American Depositary Shares representing
Shares held by each of them, subject to adjustments as described in subclauses (a) and (b)(i) above. The Company undertakes irrevocably
to pay to the Depositary such U.S. dollar amounts as and when they become payable to Owners or as the Company and the Depositary
may otherwise agree. The provisions of Section 5.08 of the Deposit Agreement shall apply to acts performed or omitted in connection
with this paragraph. Owners and Beneficial Owners shall be deemed to agree that their right to any dividend or cash distribution
paid in U.S. dollars in accordance with this paragraph shall be limited to the U.S. dollar amount set by the Company, as adjusted
pursuant to subclauses (a) and (b)(i) above.
Subject to
the provisions of Section 4.11 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received
by it to be distributed as promptly as practicable to the Owners 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; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason (including,
without limitation, a determination that such distribution in the United States would be unlawful or any requirement that the Company
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 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 Owners of Receipts entitled thereto as in the case of a distribution received in cash. The
Depositary may withhold any distribution of securities under this Section 4.02 of the Deposit Agreement if it has not received
satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.
The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under
this Article that is sufficient to pay its fees and expenses payable by Owners pursuant to Section 5.09 of the Deposit Agreement
in respect of that distribution.
If any distribution
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 as promptly as practicable to the Owners 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, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction
or upon issuance of American Depositary Shares, 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 and expenses of the Depositary as provided in Article 7 hereof
and Section 5.09 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of the Shares received
sufficient to pay its fees and expenses payable by Owners pursuant to Section 5.09 of the Deposit Agreement in respect of that
distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received reasonably satisfactory
assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu
of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will use reasonable efforts to
sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds as promptly as practicable,
all in the manner and subject to the conditions set forth in 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.
If the Company
declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other
securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may,
after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary
considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary
may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities
Act of 1933.
In the event
that the Company offers or causes 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, after consultation with the Company, will have discretion as to the procedure
to be followed in making such rights available to the Owners of Receipts or in disposing of such rights on behalf of such Owners
and making the net proceeds available in dollars to such Owners or, if by the terms of such rights offering or for any other reason
outside the control of the Depositary after use of reasonable efforts, 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.; 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 Owners
of Receipts by means of warrants or otherwise, the Depositary will distribute as promptly as practicable warrants or other instruments
therefor in such form as it may determine to the Owners 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 Owners; 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 Owners 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 reasonable 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 the account of the Owners 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 Owners because of exchange restrictions,
or the date of delivery of any Receipt or Receipts, or otherwise and distribute the net proceeds so allocated to the extent practicable
as in the case of a distribution received in cash pursuant to the Deposit Agreement.
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 Owners of Receipts and sell the securities represented by such rights, the Depositary will not offer such rights to the Owners
of Receipts unless and until it has received evidence reasonably satisfactory to it that such a registration statement is in effect,
or that the offering and sale of such securities to the Owners of such Receipts are exempt from registration under the provisions
of such Act; provided that nothing in the Deposit Agreement shall create, or be construed to create, any obligation on the part
of the Company to file such a registration statement or to endeavor to have such a registration statement declared effective.
Each of the Depositary
and the Company 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.
| 16. | 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,
as promptly as practicable, 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 as promptly as practicable to the Owners 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 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 5.09 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, as
promptly as practicable, 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 governmental 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 uninvested and without liability for interest thereon for the respective accounts
of, the Owners 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 Owners of Receipts entitled thereto,
the Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Owners of
Receipts 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 of Receipts entitled thereto for
whom such conversion and distribution is not practicable.
In the event
that the Depositary determines that any distribution in property (including Shares and 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 any 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 Owners of Receipts entitled thereto in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them.
Whenever any
distribution is being made upon any Deposited Securities or any meeting of owners of Shares or other Deposited Securities is being
held or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation
of any consent or any other matter, the Depositary shall, after consultation with the Company, fix a record date, which shall be
the same as, or as near as practicable to, any corresponding record date set by the Company with respect to Shares, for the determination
of the Owners of Receipts evidencing the American Depositary Shares representing such Deposited Securities who shall be entitled
to receive such distributions for the exercise of voting rights at any such meeting, to receive such notice or solicitation or
to act in respect of such other matter.
| 19. | VOTING OF DEPOSITED SECURITIES. |
Upon receipt of any
notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, unless otherwise
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that each Owner of Receipts
as of the close of business on a specified record date will be entitled, subject to any applicable provision of the Deposit Agreement
and of law and of the Articles of Association of the Company and the Deposited Securities, to instruct the Depositary either (i)
as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares or (ii) to irrevocably appoint such Owner of Receipts (or any other person such Owner
shall name) in respect of any meeting (including any adjourned meeting) at which holders of Shares or other Deposited Securities
are entitled to vote as the Depositary’s proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof)
in respect of Shares or other Deposited Securities evidenced by the Receipts held by such Owner as of the close of business on
the specified record date, and (c) a statement as to the manner in which such instructions may be given, including an express indication
that instructions may be given under (i) above telephonically or via the Internet, and, including an express indication that instructions
may be given (or deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary
to give a discretionary proxy to a person designated by the Company. Upon the telephonic or written request, including requests
received via the Internet, of an 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 in so far as practicable either, as the case may be, to vote or cause to be voted
the amount of Shares or other Deposited Securities represented by such Receipt or, if requested in writing, to irrevocably appoint
such Owner of Receipts (or such person so named by such Owner) as the Depositary’s proxy with respect to the Shares or other
Deposited Securities evidenced by the Receipts held by such Owner as of the close of business on the specified record date, in
accordance with the instructions set forth in such request. The Depositary shall not (i) vote or attempt to exercise the right
to vote that attaches to the Shares or other Deposited Securities underlying a Receipt or (ii) appoint the Owner of such Receipt
a proxy with respect to such Shares or Deposited Securities, other than in accordance with the instructions (or deemed instructions)
from the Owner of such Receipt. If no instructions are received by the Depositary from any Owner with respect to any of the Shares
and Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the
date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to
give a discretionary proxy to a person designated by the Company with respect to such Shares and Deposited Securities and the Depositary
shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided that no such
instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to
provide such information as promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial
opposition exists or (z) such matter materially and adversely affects the rights of holder of Shares.
There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior
to the date established by the Depositary for return of written instructions to ensure that the Depositary will either, as the
case may be, vote the Shares or Deposited Securities or appoint a proxy, in accordance with the provisions set forth in the preceding
paragraph.
| 20. | CHANGES AFFECTING DEPOSITED SECURITIES. |
In circumstances
where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in nominal value, 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 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 Depositary Shares shall thenceforth additionally 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, unless the Company advises the Depositary to the contrary, 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.
| 21. | LIABILITY OF THE COMPANY AND DEPOSITARY. |
Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
holder of any Receipts, (i) if by reason of any provision of any present or future law or regulation of the United States or any
other country, or of any governmental or regulatory authority, or by reason of any provision, present or future, of the Articles
of Association or any similar document of the Company, or by reason of any provision of any securities issued or distributed by
the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances
beyond its control, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities
it is provided shall be done or performed, (ii) by reason of any non-performance 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, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any
Owner or holder of any Receipt to benefit from any distribution, offering, right or other benefit which is made available to holders
of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or holders of Receipts,
or (v) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms
of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant
to Section 4.04 of the Deposit Agreement, or for any other reason outside the control of the Depositary after use of reasonable
efforts, 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 use their best judgment and good faith in the performance of their obligations set forth in the Deposit Agreement.
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
on behalf of any Owners or holders of Receipts or any other person in respect of any Deposited Securities or in respect of the
American Depositary Shares. 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, governmental authority, any person presenting Shares for deposit,
any Owner or Holder, 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 connection with a previous act or omission
of the Depositary or in connection with a 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 liable for the acts or omissions of any securities depository,
clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise.
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.
No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
| 22. | RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. |
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 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 Owners of Receipts to do so, it may appoint
a substitute or additional custodian or custodians.
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 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.
| 24. | TERMINATION OF DEPOSIT AGREEMENT. |
The Depositary will
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 30 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, upon surrender of such Receipt at the
Corporate Trust Office of the Depositary, upon the payment of the fee of the Depositary for the surrender of Receipts referred
to in Section 2.05 of the Deposit Agreement (except as otherwise agreed in writing between the Company and the Depositary), and
upon payment of any applicable taxes or governmental charges, will be entitled to delivery, to him or upon his order, of the amount
of Deposited Securities represented 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 conditions 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 surrendered their receipts, 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 5.08 and 5.09 of the Deposit Agreement.
| 25. | COMPLIANCE WITH U.S. SECURITIES LAWS. |
Notwithstanding any
terms of this Receipt or the Deposit Agreement to the contrary, the Company and the Depositary have each agreed that it will not
exercise any rights it has under the Deposit Agreement or the Receipt to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate the United States securities laws, including, but not limited to Section I A(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
| 26. | UNCERTIFICATED AMERICAN DEPOSITARY SHARES; DTC DIRECT REGISTRATION SYSTEM. |
Notwithstanding
anything to the contrary in the Deposit Agreement:
(a) American
Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed
as Exhibit A to the Deposit Agreement summarizes the terms and conditions of, and will be the prospectus required under the Securities
Act of 1933 for, both certificated and uncertificated American Depositary Shares. Except for those provisions of the Deposit Agreement
that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of the Deposit Agreement shall
apply, mutatis mutandis, to both certificated and uncertificated American Depositary Shares.
(b) (i) The
term “deliver”, or its noun form, when used with respect to Receipts, shall mean (A) book-entry transfer of American
Depositary Shares to an account at The Depository Trust Company, or its successor (“DTC”), designated by the person
entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person, (B) registration
of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled
to such delivery and mailing to that person of a statement confirming that registration or (C) if requested by the person entitled
to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more
Receipts.
(ii) The
term “surrender”, when used with respect to Receipts, shall mean (A) one or more book-entry transfers of American Depositary
Shares to the DTC account of the Depositary, (B) delivery to the Depositary at its Corporate Trust Office of an instruction to
surrender American Depositary Shares not evidenced by a Receipt or (C) surrender to the Depositary at its Corporate Trust Office
of one or more Receipts evidencing American Depositary Shares.
(c) American
Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New
York.
(d) The
Depositary shall have a duty to register a transfer, in the case of uncertificated American Depositary Shares, upon receipt from
the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection
(f) below). The Depositary, upon surrender of a Receipt for the purpose of exchanging it for uncertificated American Depositary
Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated
American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging them for certificated American Depositary Shares, shall execute and deliver
to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.
(e) Upon
satisfaction of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall
deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form unless otherwise requested
by the Owner.
(f) (i)
The parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”)
shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered
by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership
shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature
of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary
to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares
to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.
(ii) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner
in requesting a registration of transfer and delivery as described in subsection (i) above has the actual authority to act on behalf
of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of
Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that
the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and
in accordance with the Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.
THE BANK OF NEW YORK MELLON
Depositary Receipts
101 Barclay Street
New York, New York 10286
GlaxoSmithKline plc
980 Great West Road
Brentford
Middlesex TW8 9GS
United Kingdom
[ ], 2015
| Re: | Pre-Release transactions under the Amended and Restated Deposit Agreement (the “Deposit Agreement”) dated as of
[ ], 2015 among GlaxoSmithKline plc, The Bank of New York Mellon, as Depositary, and the Owners and Holders of American Depositary
Shares issued thereunder |
Ladies and Gentlemen:
We refer to the Deposit Agreement. Capitalized
terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.
We hereby agree that, without the prior
consent of the Company, (i) we will not (a) Pre-Release Receipts or (b) permit any Pre-Release to remain outstanding at any time
except pursuant to agreements, covenants, representations or warranties substantively to the effect of Sections 3(a), 3(e), 4,
7(a) and 14 of the ADR Pre-release Agreement attached hereto (or, in lieu of Section 14, we will indemnify the Company to the same
extent that the counterparty to a Pre-Release would be required by said Section 14 to indemnify the Company) and (ii) we will undertake
a Pre-Release only pursuant to written agreements that meet the requirements of Section 1058(b) of the United States Internal Revenue
Code of 1986, as amended.
We confirm that we currently do not, and
do not intend to, make any Pre-Release to any person until such person has undergone the Depositary’s standard credit review
process.
If, after the date hereof, the Depositary’s
ADR department is advised by counsel that there has occurred a material change in the U.S. federal income tax law (including judicial
and administrative interpretations thereof) regarding the treatment of Pre-Release, we agree to notify the Company promptly of
such change and to advise the Company as to the changes, if any, that we intend to make, or have made, to the Pre-Release procedures
then being followed by us as a result of such change in the tax law. We will in good faith consult with the Company and consider
all suggestions, without any obligation on our part to change our Pre-Release procedures.
We will indemnify and hold harmless the
Company and each Owner from time to time of a Receipt against all losses, claims, damages, liabilities and expense (including reasonable
attorneys’ fees) based upon a breach by the Depositary of any agreement of the Depositary set forth in this letter. The indemnities
provided by the Company contained in the first paragraph of Section 5.08 of the Deposit Agreement shall not extend to any liability
or expense which arises solely and exclusively out of a Pre-Release of a Receipt or Receipts in accordance with Section 2.09 of
the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release;
provided, however, that the indemnities provided in Section 5.08 of the Deposit Agreement shall apply to any such liability or
expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not be the subject of a Pre-Release,
or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement,
proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating
to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (A) information
relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed
or altered by the Company expressly for use in any of the foregoing documents, or, (B) if such information is provided, the failure
to state a material fact necessary to make the information provided not misleading.
If any action or claim shall be brought
against the Company in respect of which indemnity may be sought pursuant to the preceding paragraph or the second paragraph of
this letter, the Company shall notify the Depositary in writing of such action or claim giving reasonable details thereof. The
Depositary shall have the option of assuming the defense thereof, with counsel satisfactory to the Company (who shall not, except
with the consent of the Company, be counsel to the Depositary in connection with such action or claim), and, after notice from
the Depositary to the Company of its election so to assume the defense thereof, the Depositary shall not be liable to the Company
or any other indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred
by the Company or any other indemnified party, in connection with the defense thereof other than reasonable costs of investigation.
No compromise or settlement of such action or proceeding may be effected by either party without the other party’s consent
(which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law and no effect on
any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid
in full by the party seeking such compromise or settlement.
[The Remainder of This Page is Intentionally
Left Blank]
Very truly yours,
THE BANK OF NEW YORK MELLON, as Depositary
By: ___________________________
Name:
Title:
GSK (NYSE:GSK)
Historical Stock Chart
From Feb 2024 to Mar 2024
GSK (NYSE:GSK)
Historical Stock Chart
From Mar 2023 to Mar 2024