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Filed pursuant to Rule 424(b)(3)
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Registration Statement on Form F-6
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Registration No.: 333-219257
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NUMBER
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CUSIP NUMBER: _______
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_____________
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American Depositary Shares (each American Depositary Share representing the right to receive
one (1) fully paid ordinary Shares)
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AMERICAN
DEPOSITARY RECEIPT
for
AMERICAN
DEPOSITARY SHARES
representing
DEPOSITED
ORDINARY SHARES
of
easyJet
plc
(Incorporated under the laws of England
and Wales)
CITIBANK, N.A., a national banking association
organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies
that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited
ordinary shares, including evidence of rights to receive such ordinary shares (the “Shares”), of easyJet plc, a corporation
incorporated under the laws of England and Wales (the “Company”). As of the date of issuance of this ADR, each ADS
represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian,
which at the date of issuance of this ADR is Citibank, N.A. (London) (the “Custodian”). The ADS(s)-to-Share(s) ratio
is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is
located at 388 Greenwich Street, New York, New York 10013, U.S.A.
(1)
The Deposit Agreement
.
This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”),
all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of
July 24, 2017 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the
Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth
the rights and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the
Shares deposited thereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received
and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary
and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in
accordance with the terms and conditions of the Deposit Agreement, or by continuing to hold, from and after the date hereof any
American depositary shares issued and outstanding under the Original Deposit Agreement, shall be deemed for all purposes to (a)
be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact,
with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the
applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary
in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable
ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.
The statements made on the face and reverse
of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association of the Company (as in
effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the
Deposit Agreement and the Articles of Association, to which reference is hereby made.
All capitalized terms not defined herein
shall have the meanings ascribed thereto in the Deposit Agreement.
The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the
ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise
and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the
terms and conditions of Section 2.13 of the Deposit Agreement.
(2)
Surrender of ADSs and Withdrawal of Deposited Securities
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The Holder of this ADR (and of the ADSs evidenced hereby)
shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented
by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney
of the Holder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and if applicable, this
ADR) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by
the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by
proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice),
(iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered 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 the
person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all
applicable taxes and governmental charges (as are set forth in Section 5.9 of, and
Exhibit B
to, the Deposit Agreement)
have been paid,
subject, however, in each case
, to the terms and conditions of this ADR evidencing the surrendered ADSs,
of the Deposit Agreement, of the Company’s Articles of Association and of any applicable laws and the rules of Euroclear
UK & Ireland, and to any provisions of or governing the Deposited Securities , in each case as in effect at the time thereof.
Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the
ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for
the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written
order of the person(s) designated in the order delivered to the Depositary for such purpose,
subject however, in each case,
to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Articles of Association
of the Company, of any applicable laws and of the rules of Euroclear UK & Ireland, and to the terms and conditions of or governing
the Deposited Securities, in each case as in effect at the time thereof.
The Depositary shall not accept for surrender
ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number
of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the
terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number
of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by
the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred
by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.
Notwithstanding anything else contained
in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property
consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions,
which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation
and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs, represented by this ADR and for the account
of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other
than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office
of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex
or facsimile transmission.
(3)
Transfer, Combination and Split-up of ADRs
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The Registrar shall register the transfer of this ADR (and of the
ADSs represented hereby) on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute
new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR when canceled by the Depositary, (y) cause
the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto,
if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized
attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this
surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees
in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by
the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and
Exhibit B
to, the Deposit Agreement) have been paid,
subject, however, in each case,
to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
The Registrar shall register the split-up
or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall
(x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of
ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver
such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this
ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office
for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and
Exhibit B
to, the Deposit Agreement) have been paid,
subject, however, in each case
, to the terms and conditions of this ADR, of the
Deposit Agreement and of applicable law, in each case as in effect at the time thereof.
(4)
Pre-Conditions to Registration, Transfer, Etc
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As a condition precedent to the execution and delivery, the registration
of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal
of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter
of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees and charges of the Depositary as provided in Section 5.9 and
Exhibit B
to the Deposit Agreement
and in this ADR, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any
other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental
regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such
reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit
Agreement and applicable law.
The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused,
or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally
may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar
are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time
or from time to time because of any requirement of applicable law or regulation, any government or governmental body or commission
or any securities exchange on which the Shares or ADSs are listed, or under any provision of the Deposit Agreement or this ADR,
or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for
any other reason, subject, in all cases to paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or
this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith
at any time 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, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the
withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General
Instructions to Form F-6 (as such General Instructions may be amended from time to time).
(5)
Compliance With Information Requests
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Notwithstanding any other provision of the Deposit Agreement or this ADR,
each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable
law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed
the Articles of Association of the Company or any resolutions of the Company’s board of directors adopted pursuant to such
Articles of Association, which are made to provide information,
inter alia
, as to the capacity in which such Holder or Beneficial
Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s)
interested in such ADSs (and the Shares represented by such ADSs, as the case may be) and the nature of such interest and various
other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use
its reasonable efforts to forward, upon the request of the Company and at the Company’s expense (unless otherwise agreed
to in writing by the Depositary and the Company), any such request from the Company to the Holders and to forward to the Company
any such responses to such requests received by the Depositary.
(6)
Ownership Restrictions
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Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company
may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable
law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers
of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial
Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary
to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the
preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation
of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the
ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted
by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted
as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section
3.5 of the Deposit Agreement.
Notwithstanding any provision of this ADR
or of the Deposit Agreement and without limiting the foregoing, by being a Holder of an ADR, each such Holder agrees to provide
such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great
Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the
"Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges
that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder
of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the
Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the
imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding
an ADR each Holder agrees to comply with the provisions of the Financial Conduct Authority’s Disclosure, Guidance and Transparency
Rules (“DTRs”) and with regard to the notification to the Company of interests in Shares, which currently provide,
inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3%
or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two
business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars
previously notified) notify the Company as required by the DTRs. After the relevant threshold is exceeded, similar notifications
must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.
The Company reserves the right to instruct
Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly
with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate
with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult
with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the
manner or manners in which it may enforce such rights with respect to any Holder.
(7)
Reporting Obligations and Regulatory Approvals
.
Applicable laws and regulations may require holders and beneficial
owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory
approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying
with such reporting requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make
such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and
regulations as in effect from time to time. None of the Depositary, the Custodian, the Company or any of their respective directors,
employees, agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine
or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
(8)
Liability for Taxes and Other Charges
.
Any tax or other governmental charge payable by the Custodian or by the
Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the
Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited
Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such
distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may
be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial
Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse
to issue ADSs, deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph
(25) of this ADR) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received.
Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers,
directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable
interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner. The obligations
of Holders and Beneficial Owners under this Paragraph (8) shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal
of Deposited Securities, and the termination of the Deposit Agreement.
(9)
Representations and Warranties of Depositors
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Each person depositing Shares under the Deposit Agreement shall
be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued,
fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect
to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv)
the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim,
(v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except
as contemplated in Section 2.14 of the Deposit Agreement), (vi) the Shares presented for deposit have not been stripped of
any rights or entitlements and (vii) the Shares are not subject to any lock-up agreement with the Company or other party, or the
Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder
have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation
of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company
and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary
to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial
Owner that received ADSs or to whom or upon whose order ADSs were issued on the deposit of Shares agrees and understands that the
Depositary shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result
thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their
respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter
defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations
and warranties.
(10)
Filing Proofs, Certificates and Other Information
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Any person presenting Shares for deposit, any Holder and any
Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary
and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental
charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws,
the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property,
to execute such certifications and to make such representations and warranties, and to provide such other information and documentation
(or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books
of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR.
The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR
or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited
by the terms of paragraph (25), the delivery of any Deposited Property until such proof or other information is filed or such certifications
are executed, or such representations and warranties are made, or such other documentation or information are provided, in each
case to the Depositary’s, the Registrar’s and the Company’s satisfaction.
(11)
ADS Fees and Charges
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The following ADS fees are payable under the terms of the Deposit Agreement:
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(i)
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ADS Issuance Fee
: by any person to whom the ADSs are issued (
e.g.
, an issuance of ADSs upon a deposit of Shares,
upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding ADS issuances described in paragraph (iv) below,
a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit Agreement;
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(ii)
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ADS Cancellation Fee
: by any person whose ADSs are being cancelled (
e.g.
, a cancellation of ADSs for delivery
of Deposited Property, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00
per 100 ADSs (or fraction thereof) cancelled;
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(iii)
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Cash Distribution Fee
: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held
for the distribution of cash dividends or other cash distributions (
e.g.
, upon sale of rights and other entitlements);
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(iv)
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Stock Distribution /Rights Exercise Fee
: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or
fraction thereof) held for (a) the distribution of stock dividends or other free stock distributions or (b) the exercise
of rights to purchase additional ADSs;
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(v)
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Other Distribution Fee
: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held for the distribution of securities other than ADSs or rights to purchase additional ADSs (
e.g.
, spin-off shares); and
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(vi)
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Depositary Services Fee
: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held on the applicable record date(s) established by the Depositary.
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In addition, Holders, Beneficial Owners,
persons receiving ADSs upon issuance, and persons whose ADSs are being cancelled will be responsible for the payment of the following
ADS charges under the terms of the Deposit Agreement:
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(a)
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taxes (including applicable interest and penalties) and other governmental charges;
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(b)
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such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on
the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the
Depositary or any nominees upon the making of deposits and withdrawals, respectively;
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(c)
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such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be
at the expense of the person depositing Shares or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;
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(d)
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the expenses and charges incurred by the Depositary in the conversion of foreign currency;
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(e)
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such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and
other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and
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(f)
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the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing
of Deposited Property.
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All ADS fees and charges may, at any time
and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable
by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in the Deposit
Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.
ADS fees and charges payable upon (i) the
issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person to whom the ADSs are so issued by the Depositary
(in the case of ADS issuances) and by the person whose ADSs are being cancelled (in the case of ADS cancellations). In the case
of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges
will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being
cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s)
of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at
the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable
ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and
charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service
fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS
fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees
and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may
be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the
DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company
for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary
for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such
fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise
agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the Depositary.
The obligations of Holders and Beneficial
Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation
or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall
extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
(12)
Title to ADRs
.
Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition
of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR
(and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the
laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied
by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat
the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute
owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability
under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs,
such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial
Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.
(13)
Validity of ADR
.
The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits
under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has
been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned
by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained
by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized
signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or
the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so
authorized prior to the delivery of such ADR by the Depositary.
(14)
Available Information; Reports; Inspection of Transfer Books
.
The Company publishes the information contemplated
in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website or through an electronic information delivery system generally
available to the public in the Company’s primary trading market. The electronic information delivery system the Company intends
to use for the publication of such reports is RNS, the electronic information dissemination service operated by the London Stock
Exchange plc (or any successor thereof). As of the date hereof the Company’s internet website is http://corporate.easyjet.com/investors.aspx.
The information so published by the Company may not be in English, except that the Company is required, in order to maintain its
exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to
the extent contemplated in the instructions to Rule 12g3-2(b). The information so published by the Company cannot be retrieved
from the Commission’s internet website, and cannot be inspected or copied at the public reference facilities maintained by
the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
The Depositary shall make available for
inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received
from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of
the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company.
The Registrar shall keep books for the registration
of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that
such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in
the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement
or the ADSs.
The Registrar may close the transfer books
with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection
with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to paragraph
(25).
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar
|
CITIBANK, N.A.
as Depositary
|
|
|
By: __________________________________
|
By: __________________________________
|
Authorized Signatory
|
Authorized Signatory
|
The address of the Principal
Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.
[FORM OF REVERSE OF ADR]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(15)
Dividends and Distributions in Cash, Shares, etc
.
(a)
Cash Distributions
: Whenever the Company
it intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company
shall give notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution specifying,
inter alia
,
the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the
timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the
Deposit Agreement. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution on any
Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms
of the Deposit Agreement, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency
can, in the judgment of the Depositary (pursuant to Section 4.8 of the Deposit Agreement), be converted on a practicable basis
into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds
into Dollars (on the terms described in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established,
establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly
the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes
withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record
Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction
of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall
be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time
of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited
Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall
be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant
governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.
The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable
Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated
as unclaimed property in accordance with the laws of the relevant states of the United States. No distribution to Holders pursuant
to Section 4.1 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian. Notwithstanding
anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice
of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions
contemplated in Section 4.1 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the
Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the
Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts,
as provided herein.
(b)
Share Distributions
: Whenever
the Company that it intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company
shall give notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution, specifying,
inter
alia
, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely
receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section
4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the
Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS
Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate
the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including,
without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if
additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record
Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number
of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses
incurred by, the Depositary and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares
or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described
in Section 4.1 of the Deposit Agreement. In the event that the Depositary determines that any distribution in property (including
Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in
the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining
that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration
statement has been declared effective), 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, including by public or private sale, as the Depositary deems necessary
and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees
and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the
Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions
of the Deposit Agreement. No distribution to Holders pursuant to Section 4.2 of the Deposit Agreement shall be unreasonably delayed
by any action of the Depositary or the Custodian. Notwithstanding anything contained in the Deposit Agreement to the contrary,
in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and
the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given,
other than its failure to use commercially reasonable efforts, as provided herein.
(c)
Elective Distributions in Cash
or Shares
: Whenever the Company wishes an elective distribution in cash or Shares to be made available to Holders of ADSs
upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with the Deposit
Agreement whether such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders
of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested
that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution
is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of the Deposit
Agreement. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available
to Holders of ADSs, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement
and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in England in
respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 of the Deposit Agreement
or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are
satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 and establish procedures to
enable Holders to elect the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary
in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed distribution (X) in cash, the
distribution shall be made upon the terms described in Section 4.1 of the Deposit Agreement, or (Y) in ADSs, the distribution
shall be made upon the terms described in Section 4.2 of the Deposit Agreement. Nothing herein shall obligate the Depositary to
make available to Holders a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance
that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same
terms and conditions as the holders of Shares. No distribution to Holders pursuant to Section 4.3 of the Deposit Agreement shall
be unreasonably delayed by any action of the Depositary or the Custodian. Notwithstanding anything contained in the Deposit Agreement
to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for
above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit
Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the
Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not
been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(d)
Distribution of Rights to Purchase
Additional ADSs
: Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe
for additional Shares, the Company shall give notice thereof to the Depositary at least forty-five (45) days prior to the proposed
distribution specifying,
inter alia
, the record date applicable to holders of Deposited Securities entitled to receive such
distribution and whether or not it wishes such rights to be made available to Holders of ADSs. Upon the timely receipt by the Depositary
of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult
with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably
practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i)
the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received
the documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution
of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made
available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above
are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement)
and establish procedures (x) to distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) to
enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of,
and expenses incurred by, the Depositary and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such rights. The
Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein or in the Deposit Agreement
shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than
ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights
not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7
of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights
made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably
practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private
sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable
(a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1 of the
Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a)
of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement,
the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that
it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign
exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content of any materials forwarded to
the ADS Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything herein or in the
Deposit Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the
securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders
and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless
and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless
the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any
other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that
the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under,
the provisions of the Securities Act or any other applicable laws.
In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights)
an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly.
In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe
therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or
charges.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the
holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to
file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such
rights.
(e)
Distributions other than Cash,
Shares or Rights to Purchase Shares
: (a) Whenever the Company intends to distribute to the holders of Deposited Securities
property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary
and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. The Depositary shall, upon receipt
of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, consult with the Company, and the
Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The
Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution
to Holders, (ii) the Depositary shall have received the documentation contemplated in the Deposit Agreement, and (iii) the Depositary
shall have determined that such distribution is reasonably practicable.
Upon receipt of reasonably satisfactory
documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations
set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record
Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for
accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred
by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed
and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or
necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.
If (i) the Company does not request the
Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary
does not receive reasonably satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that
all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold
in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds
of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary
(net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS
Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary
may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.
Neither the Depositary nor the Company shall
be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in Section
4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection
with the sale or disposal of such property.
(16)
Redemption
.
If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities,
the Company shall give timely notice thereof to the Depositary at least thirty (30) days prior to the intended date of redemption
which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of notice from the Company that it
intends to exercise its right of redemption in respect of any of the Deposited Securities, and reasonably satisfactory documentation,
and upon determining that such proposed redemption is practicable, the Depositary shall (to the extent practicable) provide to
each Holder a notice setting forth the Company’s intention to exercise the redemption rights and any other particulars set
forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the
Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price.
Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption
price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges
of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of
such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding
Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined
by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary
(adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject
to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary,
and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. No exercise of redemption rights
pursuant to Section 4.7 of the Deposit Agreement shall be unreasonably delayed by an action of the Depositary or the Custodian.
Notwithstanding anything contained in the
Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption
provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section
4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have
no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where
such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
(17)
Fixing of ADS Record Date
.
Whenever the Depositary shall receive notice of the fixing of a record date by the
Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares,
rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented
by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders
of Shares or other Deposited Securities, 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 fix the record date (the “
ADS
Record Date
”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give
instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or
solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented
by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable
record date for the Deposited Securities (if any) set by the Company in England and shall not announce the establishment of any
ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects
the Deposited Securities). Subject to applicable law and the terms and conditions of this ADR and Sections 4.1 through 4.8 of the
Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive
such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.
(18)
Voting of Deposited Securities
.
As soon as practicable after receipt of notice of (i) any meeting at which the
holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities,
the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with
Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in a timely manner (the
Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least
thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions
exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is
contained in such notice of meeting or solicitation of consent or proxies, (b) a statement that the Holders at the close of business
on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of
Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall be summarized
in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner in which such voting instructions
may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of
(b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give
a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number
of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company
is not received by the Depositary at least 30 calendar days prior to the meeting, the Depositary shall not have any obligation
to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to
be voted.
Notwithstanding anything contained in the
Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of
the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection
with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a
notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive
such materials upon request (
e.g.
, by reference to a website containing the materials for retrieval or a contact for requesting
copies of the materials).
Upon the timely receipt from a Holder of
ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor,
insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles
of Association of the Company and the provisions of, or governing, the Deposited Securities, to vote, or cause the Custodian to
vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions.
The Depositary agrees not to, and shall
take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented
by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. Neither
the Depositary nor the Custodian shall exercise any voting discretion over the Deposited Securities. If the Depositary does
not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose,
such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy
shall be given by the Depositary with respect to any matter to be voted upon as to which the Company’s Corporate Secretary
on behalf of the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition
exists, or (iii) the rights of holders of Deposited Securities may be adversely affected, provided further, that the Company will
have no liability to any Holder or Beneficial Owner resulting from any notice the Company provides the Depositary stating that
it does not wish discretion to be provided on any particular matter or matters. If the Depositary timely receives voting
instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented
by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders)
to have instructed the Depositary to (y) vote in favor of management’s recommendations for the items set forth in such voting
instructions or, (z) in the absence of a management recommendation, abstain from voting for such item set forth in the voting instructions.
Notwithstanding anything contained in the
Deposit Agreement or this ADR to the contrary, the Depositary shall not have any obligation to take any action with respect to
any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate
U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to
exercise the voting rights accruing to the Deposited Securities.
There can be no assurance that Holders generally
or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting
instructions to the Depositary in a timely manner.
(19)
Changes Affecting Deposited Securities
.
Upon any change in nominal or par value, split-up, cancellation, consolidation
or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale
of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian
in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent
permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions
of the Deposit Agreement, this ADR and applicable law, represent the right to receive such additional or replacement Deposited
Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval,
and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the
applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes) and receipt of an opinion of counsel to
the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations,
(i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement
and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in
respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such
other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary,
amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding
the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s
counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell
such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate
the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the
account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard
to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of
a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. Neither the Depositary nor the Company shall
be responsible to Holders or Beneficial Owners for, and the Depositary shall not be responsible to the Company for, (i) any failure
to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder
in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the
purchaser of such Deposited Property.
(20)
Exoneration
.
Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor
the Company nor any of their respective directors, officers, employees and agents shall be obligated to do or perform any act which
is inconsistent with the provisions of the Deposit Agreement or incur any liability (i) if the Depositary or the Company or their
respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing
required by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation
of the United States, England or any other country, or of any other governmental authority or regulatory authority or stock exchange,
or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles
of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war
or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions,
work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason
of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association
of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice
of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or
authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information,
(iv) for the inability by a Holder or Beneficial Owner 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 Holders
of ADSs, or (v) for any special, consequential, indirect or punitive damages (including lost profits) for any breach of the terms
of the Deposit Agreement or otherwise.
The Depositary, its controlling persons,
its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon
any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party
or parties.
No disclaimer of liability under the Securities
Act is intended by any provision of the Deposit Agreement or this ADR.
(21)
Standard of Care
.
The Company and the Depositary assume no obligation and shall not be subject to any liability
under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree
to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith.
Without limitation of the foregoing, neither
the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which
in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees
and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).
The Depositary and its agents shall not
be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any
vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in
accordance with the terms of the Deposit Agreement. Neither the Depositary nor the Company shall incur any liability for any failure
to accurately determine that any distribution or action may be lawful or reasonably practicable, for any investment risk associated
with acquiring an interest in the Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares
or other Deposited Property, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the
Deposit Agreement, for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant,
or for any action or non-action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such
advice or information. The Depositary shall not incur any liability for the validity or worth of the Deposited Property, for the
content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation
thereof, or for the failure or timeliness of any notice from the Company.
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 any
acts or omissions made by a predecessor depositary or in connection with any matter arising wholly prior to the appointment 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 acting as Depositary
(22)
Resignation and Removal of the Depositary; Appointment of Successor Depositary
.
The Depositary may at any time
resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to
be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled
to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company 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, which removal shall be effective on the later of (i) the 90th day after delivery
thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit
Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its reasonable 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 be required by the Company to 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 (except as required by applicable law), shall become fully vested with all the rights,
powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement).
The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver
an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in
Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right,
title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all
outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such
successor depositary shall promptly provide notice of its appointment to such Holders. If the Company shall have used its reasonable
efforts to appoint a successor depositary, it shall have no liability to Holders for any failure to appoint such a successor. Any
entity 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.
(23)
Amendment/Supplement
.
Subject to the terms and conditions of this paragraph 23, the Deposit Agreement and applicable
law, this ADR and the provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written
agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written
consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other
than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other
such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall
not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or
supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR
shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments
in any such notice shall not render such notice invalid,
provided
,
however
, that, in each such case, the notice given
to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (
e.g.
,
upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).
The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely
in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders,
shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent
and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as amended or supplemented
thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor
the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding
the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement
to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement
and this ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit
Agreement and this ADR in such circumstances may become effective before a notice of such amendment or supplement is given to Holders
or within any other period of time as required for compliance with such laws, rules or regulations.
(24)
Termination
.
The Depositary shall, at any time at the written direction of the Company, terminate the Deposit
Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior
to the date fixed in such notice for such termination. If ninety (90) days shall have expired after (i) the Depositary shall have
delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary
a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and
accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement
by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date
fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice
so distributed by the Depositary to the Holders of ADSs is referred to as the “
Termination Date
”. Until the
Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders
and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.
If any ADSs shall remain outstanding after
the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any
further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions
of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell
Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange
for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of,
and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required
under applicable law in connection with its role as Depositary under the Deposit Agreement.
At any time after the Termination Date,
the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested
the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account
and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for
such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and
expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial
Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection
with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations
under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement.
The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination
Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to
the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).
Compliance with U.S. Securities Laws
.
Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities
will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions
to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.
(25)
Certain Rights of the Depositary; Limitations
.
Subject to the further terms and provisions of this paragraph
(26), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the
Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company,
any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or
transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of
ownership of Shares. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary
may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Shares prior
to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs
which were issued under (i) above but for which Shares may not have been received (each such transaction a “
Pre-Release
Transaction
”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under
(ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “
Applicant
”)
to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its
customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate
the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until
such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary
or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary
deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject
to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the
number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding
(without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change
or disregard such limit from time to time as it deems appropriate.
The Depositary may also set limits with
respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it
deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing.
Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than
the Applicant).
(26)
Governing Law / Waiver of Jury Trial
. The Deposit Agreement and the ADRs shall be interpreted in accordance with,
and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York
without reference to the principles of choice of law thereof. Notwithstanding anything contained in the Deposit Agreement, any
ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other
Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities,
as such, shall be governed by the laws of England (or, if applicable, such other laws as may govern the Deposited Securities).
EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING
TO, THE DEPOSIT AGREEMENT, ANY ADR OR ANY TRANSACTIONS CONTEMPLATED THEREIN, THE SHARES OR OTHER DEPOSITED SECURITIES OR ANY ADS
(WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
(ASSIGNMENT AND TRANSFER SIGNATURE
LINES)
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address
including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing
________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in
the premises.
Dated:
|
Name:
________________________________
|
|
By:
|
|
Title:
|
|
|
|
NOTICE: The signature of the Holder to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatsoever.
|
|
|
|
If the endorsement be executed by an attorney, executor,
administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper
evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
|
__________________________
|
|
SIGNATURE GUARANTEED
|
|
|
All endorsements or assignments of ADRs must be guaranteed
by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.
|
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