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Filed
pursuant to Rule 424(b)(3)
Registration
Statement on Form F-6
Registration
No. 333-204724
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EXHIBIT A
[FORM OF ADR]
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 share)
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AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
CELYAD SA
(Organized and existing under the laws of
the Kingdom of Belgium)
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 Celyad SA, a corporation
organized and existing under the laws of the Kingdom of Belgium (the “Company”). As of the date of the Deposit Agreement
(as hereinafter defined), each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement with the
Custodian, which at the date hereof is Citibank Europe plc (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 Deposit Agreement, dated as of June 24, 2015 (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, 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 used herein which
are not otherwise 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
.
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 ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable,
this ADR evidencing such ADSs) 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 the relevant
Settlement System, 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 the relevant Settlement System, 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 an aggregated number of fractional Shares
(represented by the ADSs so surrendered ) which equals one Share or an integral multiple thereof and remit the proceeds of such
sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes required to be withheld
as a result of such sale) 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.
The Depositary may appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices on behalf of the
Depositary and the Depositary shall notify the Company in writing upon any such appointment. In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled
to such ADRs and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may
be removed and substitutes appointed by the Depositary and the Depositary shall notify the Company in writing upon any such removal
or substitution. Each co-transfer agent appointed under Section 2.6 of the Deposit Agreement (other than the Depositary) shall
give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit
Agreement.
(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 reasonably 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, if applicable, 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 any Settlement System
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 law or regulation, any government or governmental body or commission or any
securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable,
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 and Section 7.8 of the Deposit Agreement. 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 of the transfer
books of the Depositary or the Company or Settlement System (when applicable) 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,
or the Articles of Association of the Company, 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,
any such request from the Company to the Holders and to forward to the Company, as promptly as practicable, any such responses
to such requests received by the Depositary.
(6)
Ownership Restrictions
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Subject to applicable law, 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.
(7)
Reporting Obligations and Regulatory Approvals
; Disclosure of Interests.
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. Neither the Depositary, the Custodian, the Company or any of their respective 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.
The Company has advised the Depositary and
the parties to the Deposit Agreement acknowledge that, Belgian law, as in effect on the date of the Deposit Agreement, provides
that:
(a) Any person or legal entity, which owns
or acquires securities of the Company granting voting rights (including Shares) (either directly or by ownership of ADSs or both),
whether representing the share capital or not, must disclose to the Company and to the Belgian Financial Services and Markets Authority
(FSMA) the number of securities that such person or legal entity owns, alone or jointly with one or several other persons or legal
entities, when the voting rights attached to such securities amount to 5 percent or more of the total of the voting rights existing
when the situation triggering the disclosure obligation occurs. Such person or legal entity must make the same disclosure in the
event of a transfer or of an additional acquisition of such securities when, after such transaction, the voting rights attached
to securities owned by such person or legal entity amount to 5 percent, 10 percent, and so on by blocks of 5 percent of the total
of the voting rights existing when the situation triggering the disclosure obligation occurs, or when the voting rights attached
to securities owned by such person or legal entity fall below one of the thresholds referred to in this Paragraph (7)(a);
(b) Any person or legal entity which acquires
or transfers, alone or jointly, the direct or indirect control of a corporation or other legal entity which owns 5 percent at least
of the voting rights of the Company (either directly or by ownership of ADSs or both) must disclose such acquisition or transfer
to the Company and to the FSMA;
(c) A disclosure described above is also
required when, as a result of events changing the breakdown of voting rights, the percentage of the voting rights attached to the
voting securities reaches, exceeds or falls below the thresholds referred to in Paragraph (7)(a) above, even when no acquisition
or disposal of securities has occurred (e.g., as a result of a capital increase or a capital decrease of the Company). A disclosure
is equally required when persons or legal entities enter into, modify or terminate an agreement of action in concert, when as result
thereof, the percentage of the voting rights subject to the action in concert or the percentage of the voting rights of one of
the parties to the agreement of action in concert reaches, exceeds or falls below the thresholds referred to in Paragraph 7(a)
above;
(d) Disclosure statements referred to in
this Paragraph (7) must be addressed to the Belgian Financial Services and Markets Authority (whose offices are currently located
Rue du Congrès 12-14, 1000 Brussels, Belgium) and to the board of directors of the Company at the latest the fourth trading
day in Euronext Brussels following the day on which (i) the person or legal entity is aware of the acquisition or the disposal
or the possibility of exercising voting rights, or, having regard to the circumstances, should have been aware of it, regardless
of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, (ii) the person or legal
entity is aware of the event changing the breakdown of voting rights, (iii) an agreement of action in concert is entered into,
modified or terminated, or (iv) for securities acquired by succession, the succession is accepted by the heirs, as the case may
be, under the benefit of inventory (as such term is defined under Belgian law);
(e) Unless otherwise provided by legal provisions
in force, no one will be allowed to vote at a meeting of the holders of the Shares a number of securities greater than the number
validly disclosed, to the extent required, at the latest twenty (20) days before such meeting, in compliance with legal provisions
in force and with the Articles of Association; and
(f) The disclosure requirements and limitations
set out in Paragraphs (7) (a) to (e) above are applicable to any Holder of ADSs and/or Beneficial Owner by reference to the number
of both ADSs and Shares (that are not Deposited Securities) held by such Holder and/or beneficially owned by such Beneficial Owner.
This Paragraph (7) is a summary of the applicable provisions of Belgian law, as in effect as of the date of the Deposit Agreement,
regarding disclosure of interests in the Company and shall not limit the obligations of Holders and Beneficial Owners to comply
with all relevant provisions of Belgian law, as applicable from time to time. Each Holder and Beneficial Owner shall be deemed
to have authorized the Depositary and the Custodian to comply with any request from the Company or any competent authority to disclose
any information about any interest or any transaction of such Holder or Beneficial Owner in ADSs or Shares or Deposited Securities.
(8)
Liability for Taxes and Other Charges
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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,
to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of
this ADR and Section 7.8 of the Deposit Agreement) 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, 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.
(9)
Representations and Warranties on Deposit of Shares
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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 deposit of the Shares do not violate any provisions of Belgian law. 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.
(10)
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 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, and at the reasonable request of the Company, shall, to the extent practicable, 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 paragraph (25) and Section 7.8 of the Deposit Agreement, 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 provided, in each case to the Depositary’s, the Registrar’s and
the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary
and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of
written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or
documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial
Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate
the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify
or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
(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 depositing Shares or to whom ADSs are issued upon the deposit of Shares (excluding issuances
as a result of distributions described in paragraph (iv) below), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
so issued under the terms of the Deposit Agreement;
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(ii)
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ADS Cancellation Fee
: by any person surrendering ADSs for cancellation and withdrawal of Deposited Property or by any
person to whom Deposited Property is delivered, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered;
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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 (
i.e.
, 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) stock dividends or other free stock distributions, or (b) 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 (
i.e.
, 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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The Company, Holders, Beneficial Owners,
persons depositing Shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities
shall be responsible for 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) deposit
of Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Property will be payable
by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS issuances) and by the person who delivers
the ADSs for cancellation to the Depositary (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) surrendering the ADSs to the Depositary for cancellation, 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 and such ADS fees may be deducted from distributions made
to Holders for the amount of the ADS fees and charges. 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 are 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, charges and
expenses 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 is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or submit certain reports with the Commission. These reports
can be retrieved from the Commission's website (www.sec.gov) and can be inspected and 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, as promptly as practicable after receipt thereof,
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) and Section 7.8 of the Deposit Agreement.
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar
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CITIBANK, N.A.
as Depositary
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By: __________________________________
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By: __________________________________
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Authorized Signatory
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Authorized Signatory
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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
.
Whenever the Company 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 an 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 any cash dividend or other cash distribution on any Deposited Securities,
or upon receipt of 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 required to be withheld
as a result of the distribution) 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. 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 in Section 4.1 of the Deposit Agreement, 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.
Whenever the Company 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 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, after consultation
with the Company to the extent reasonably practicable, 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. 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 in Section 4.2 of the Deposit Agreement, 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.
Whenever the Company intends to make a distribution
payable at the election of the holders of Deposited Securities in cash or in 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 elective distribution and whether or not it wishes
such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company
wishes such elective distribution 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
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 Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary
shall establish an 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 the Kingdom of Belgium 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 of the Deposit Agreement. If the above conditions
are satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement
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
or in the Deposit Agreement shall obligate the Depositary to make available to the Holder a method to receive the elective distribution
in Shares (rather than ADSs). There can be no assurance that the Holder 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. 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 in Section 4.3 of the Deposit Agreement, 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.
Whenever the Company intends to offer, distribute,
or cause to be offered or distributed 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 offer specifying,
inter
alia
, the record date applicable to holders of Deposited Securities entitled to receive such rights and whether or not
it wishes such rights to be made available to Holders of ADSs. Upon the timely receipt 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 satisfactory documentation within the terms
of Section 5.7 of the Deposit Agreement in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution
of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests
that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated
in Section 4.4(b) of the Deposit Agreement. In the event all conditions set forth above are satisfied, the Depositary shall establish
an ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) 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 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 Company shall assist the Depositary
to the extent necessary to determine such legality and practicability. 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 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 reasonably 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.
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. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary
shall 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 satisfactory documentation within
the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably
practicable.
Upon receipt of 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 required to be 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 not to make such distribution to Holders, (ii) the Depositary does
not receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, 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 of Section 4.1 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 responsible for (i) any failure to 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 (by way of shareholders resolution or
otherwise) in respect of any of the Deposited Securities (where such Deposited Securities provide the Company with a right of redemption),
the Company shall give 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 (i) such notice and (ii) satisfactory
documentation given by the Company to the Depositary within the terms of Section 5.7 of the Deposit Agreement, and only if, after
consultation between the Depositary and the Company, the Depositary shall have determined that such proposed redemption is practicable,
the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of 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 after consultation with the Company. 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. Notwithstanding anything contained in this Deposit Agreement to the contrary, in the
event the Company fails to give the Depositary timely notice of the proposed redemption provided for in Section 4.7 of the Deposit
Agreement, 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, after consultation with the Company
to the extent reasonably practicable, 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 possible to the applicable record date for the Deposited Securities (if
any) set by the Company in the Kingdom of Belgium 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 provisions of Sections 4.1 through 4.8 and to the other terms and conditions 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. For the ADS Record Date in
respect of a shareholders meeting of the Company, such date shall be determined by the Depositary and the Company jointly, it being
understood that such ADS Record Date shall not be established earlier than 30 days prior to the relevant shareholders meeting.
(18)
Voting of Deposited Securities
.
As soon as practicable after receipt of notice of any meeting at which the holders
of Deposited Securities are entitled to vote, or of 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, as soon as practicable after receipt of notice of any meeting at which the
holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities,
if requested by the Company in writing in a timely manner, at the Company’s expense and provided no U.S. legal prohibitions
exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement
that the Holders at the close of business on the ADS Record Date and, if so required by the Company, who also hold the ADSs as
of the applicable share 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 and
timing in which such voting instructions may be given, including the following express indications: (x) that no voting rights will
be exercised by the Depositary if the Depositary does not receive voting instructions timely from a Holder; and (y) that the Depositary
will deem a Holder (unless otherwise specified in the notice distributed to the Holders) to have instructed the Depositary to vote
in favor of the items set forth in such voting instructions if the Depositary has timely received the voting instructions from
such Holder but if such Holder has failed to specify the manner in which the Depositary is to vote the Deposited Securities represented
by such Holder's ADSs.
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, and after consultation with the Company to the extent reasonably practicable,
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 (
i.e.
, by reference to
a website containing the materials for retrieval or a contact for requesting copies of the materials); provided, that, upon request
of any Holder, the Depositary timely distributes to such Holder the materials provided to the Depositary in connection with any
meeting of the holders of the Shares.
Voting instructions may be given only in
respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs
as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share 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, Articles of Association of the Company and the provisions of 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 vote, cause to be voted or attempt
to exercise the right to vote that attaches to any Deposited Securities, other than in accordance with valid voting instructions
given or deemed given in compliance with this Section.
Deposited Securities represented by ADSs
for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise
contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting
and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for
purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance
with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives
voting instructions from a Holder which fail 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 vote in favor of the items set forth in such voting instructions.
The right of any Holder to give instructions
to the Depositary as to the exercise of voting rights or the right of any Holder to withdraw Deposited Securities in person or
by proxy may be limited if such Holder fails to comply with the requirements described in Sections 3.4, 3.5, 3.6 and 3.7 of the
Deposit Agreement.
Notwithstanding anything else contained
in the Deposit Agreement or any ADR, 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 and to deliver to the Depositary an opinion of U.S. counsel addressing any actions
requested to be taken if so reasonably requested by the Depositary.
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, or otherwise take action, in a timely manner.
The Depositary agrees, upon the request
of Company, to provide to the Company copies of the voting instructions it receives (in the case of voting instructions received
from Holders by any electronic means, a tabulation of such voting instructions) as promptly as practicable, and at the latest six
(6) business days prior to any upcoming meeting date, upon receipt thereof.
Holders who have delivered voting instructions
agree that such voting instruction may, at the request of the Company, be disclosed by the Company, for purposes of compliance
with Belgian law, in connection with any meeting of the holders of the Shares, whether prior, during or after such meeting.
Notwithstanding anything else contained
in the Deposit Agreement or any Receipt to the contrary, and to the extent not prohibited by law or regulations, the Depositary
and the Company may, by agreement between them, with notice to the Holders, modify, amend or adopt additional voting procedures
from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of Sections 6.1 and 7.8
of the Deposit Agreement).
(19)
Changes Affecting Deposited Securities
.
Upon any 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 evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property.
In giving effect to such 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 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) applicable 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. The Depositary shall not be responsible 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 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 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, the Kingdom of Belgium, or any other country, or of any other governmental authority or regulatory
authority or stock exchange, or on account of the possible 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 consequential or punitive damages (including lost profits) for any breach of
the terms of the Deposit Agreement. 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 reasonable 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, without negligence and in accordance
with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, 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, for any investment risk associated with acquiring an interest
in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from
the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights
to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action
of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.
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.
(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) 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) the appointment by the Company of a successor depositary and its acceptance of such appointment by the Company
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 best efforts to appoint a successor depositary, which shall be a bank or trust company having an office
in the Borough of Manhattan, the City of New York. Every successor depositary shall 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. 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, and Section 6.1 of the Deposit
Agreement and applicable law, this ADR and any 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 (
i.e.
, 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, if applicable, 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.
(25)
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.
(26)
Certain Rights of the Depositary; Limitations
.
Subject to the further terms and provisions of this paragraph
(26) and Section 5.10 of the Deposit Agreement and subject to any applicable securities laws and regulations (including without
limitation any insider dealing restrictions), 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. 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).
(27)
Governing Law and Jurisdiction
.
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 applicable
to contracts made and to be wholly performed in that State. 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 the Kingdom of Belgium (or, if applicable, such other laws as may govern the Deposited Securities).
(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.
|
A-27
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