Rule 424(b)(3)
File No. 333-111946
| Note: | This revised form of American Depositary Receipt is being filed to reflect that the ratio of Shares
per American Depositary Share has changed from one share to twenty shares, effective February 23, 2024. |
Exhibit A
AMERICAN DEPOSITARY
SHARES
(Each American
Depositary Share represents twenty deposited Shares)
THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR A ORDINARY SHARES OF
TRINITY BIOTECH PLC
(INCORPORATED UNDER THE LAWS OF THE REPUBLIC
OF IRELAND)
The Bank of New York
as depositary (hereinafter called the "Depositary"), hereby certifies that _____________________________________________________________
___________________________________________________, or registered assigns IS THE OWNER OF ___________________________
AMERICAN DEPOSITARY SHARES
representing deposited A Ordinary Shares (herein called
"Shares") of Trinity Biotech plc, incorporated under the laws of the Republic of Ireland (herein called the "Company").
At the date hereof, each American Depositary Share represents twenty shares which are either deposited or subject to deposit under the
deposit agreement at the Dublin, Ireland office of A.I.B. Custodial Services (herein called the "Custodian"). The Depositary's
Office and its principal executive office are located at 240 Greenwich Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS
IS
240 GREENWICH STREET, NEW YORK, N.Y. 10286
1.
THE DEPOSIT AGREEMENT.
This American Depositary
Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set forth in
the deposit agreement, dated as of October 21, 1992, as amended and restated as of January 15, 2004 (herein called the "Deposit Agreement"),
by and among the Company, the Depositary, and all Owners and holders from time to time of Receipts issued thereunder, each of whom by
accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets
forth the rights of Owners and holders of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder
(such Shares, securities, property, and cash are herein called "Deposited Securities"). Copies of the Deposit Agreement are
on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.
The statements made
on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have
the meanings set forth in the Deposit Agreement.
2.
SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
Upon surrender at
the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his order,
of the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such
Deposited Securities may be made by the delivery of (a) certificates in the name of the Owner hereof or as ordered by him or by the delivery
of certificates properly endorsed or accompanied by proper instruments of transfer and (b) any other securities, property and cash to
which such Owner is then entitled in respect of this Receipt. Such delivery will be made at the option of the Owner hereof, either at
the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares
or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the
Owner hereof.
3.
TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS
The transfer of this
Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized
attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient
to pay any applicable transfer taxes and the fees and expenses of the Depositary and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such
Receipts into one Receipt, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.
As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the presentor of the Receipt
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 as provided
in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also
require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt,
including, without limitation, paragraph (22) of this Receipt.
The delivery of Receipts
against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular
instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at
any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any
provision of the Deposit Agreement or this Receipt, or for any other reason, subject to paragraph (22) hereof. The surrender of outstanding
Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not
knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.
4.
LIABILITY OF OWNER FOR TAXES.
If any tax or other
governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Owner hereof to the Depositary. The Depositary may refuse to effect any transfer of this Receipt
or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made,
and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any part or all of the Deposited
Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply such dividends or other distributions
or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner hereof shall remain liable for any
deficiency.
5.
WARRANTIES OF DEPOSITORS.
Every person depositing
Shares hereunder shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully
paid, non assessable, and free of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit
is duly authorized so to do. Every such person shall also be deemed to represent that Shares deposited by that person are not restricted
securities. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.
6.
FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION
Any person presenting
Shares for deposit or any Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution
of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof
or other information is filed or such certificates are executed or such representations and warranties made. No Share shall be accepted
for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental
body in the Republic of Ireland which is then performing the function of the regulation of currency exchange.
7.
CHARGES OF DEPOSITARY.
The Company agrees
to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements
in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such
charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the
Depositary.
The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), whichever applicable:
(1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers
of Shares generally on the share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the
Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and
facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee not in excess of $10.00 or less per
100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3 of the Deposit
Agreement, the execution and delivery of Receipts pursuant to Section 4.3 of the Deposit Agreement and the surrender of Receipts pursuant
to Section 2.5 of the Deposit Agreement, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for
any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof and, (7) a
fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 of the Deposit
Agreement.
The Depositary, subject
to Paragraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
8.
PRE-RELEASE OF RECEIPTS.
Notwithstanding Section
2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of
the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination
of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. Each Pre-Release will be (a) preceded or accompanied
by a written representation from the person to whom Receipts are to be delivered that such person, or its customer, owns the Shares or
Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time
as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the
Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
9.
TITLE TO RECEIPTS.
It is a condition
of this Receipt and every successive holder and Owner of this Receipt by accepting or holding the same consents and agrees, that title
to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect
as in the case of a negotiable instrument, provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat
the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining
the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement or for
all other purposes.
10.
VALIDITY OF RECEIPT.
This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have
been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and, if a Registrar
for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar.
11.
REPORTS; INSPECTION OF TRANSFER BOOKS.
The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities
and Exchange Commission (hereinafter called the "Commission"). Such reports and communications will be available for inspection
and copying by holders and Owners at the public reference facilities maintained by the Commission located at 450 Fifth Street, N.W., Washington,
D.C. 20549.
The Depositary will
make available for inspection by Owners of Receipts at its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also send to Owners of
Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications,
including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.
The Depositary will
keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the
Owners of Receipts provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest
of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.
12.
DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary
receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof
any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States
dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars and
will distribute the amount thus received (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) to the
Owners of Receipts entitled thereto, provided, however, that in the event that the Company or the Depositary is required to withhold and
does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes,
the amount distributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall
be reduced accordingly.
Subject to the provisions
of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described
in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will cause the securities or property received by it to be distributed
to the Owners of Receipts entitled thereto, in any manner that the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners
of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may,
upon consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net
proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed
by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash.
If any distribution
consists of a dividend in, or free distribution of, Shares, the Depositary may and shall if the Company shall so request, distribute to
the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free distribution subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding
of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees of the Depositary
as provided in Section 5.9 of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such
case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all
in the manner and subject to the conditions set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American
Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
In the event that
the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all
or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary
deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale
after deduction of such taxes or charges to the Owners of Receipts entitled thereto.
13.
CONVERSI0N OF FOREIGN CURRENCY.
Whenever the Depositary
shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or
rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to
be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed
to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders
thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution
may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions,
the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.9 of the Deposit Agreement.
If such conversion
or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.
If at any time the
Depositary shall determine that in its judgment any foreign currency received by the Depositary is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within
a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing
the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested
and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.
If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may
in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute
the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest
thereon for the respective accounts of, the Owners entitled thereto.
14.
RIGHTS.
In the event that
the Issuer shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares
or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available
to the Owners of Receipts or in disposing of such rights on behalf of such Owners and making the net proceeds available in dollars to
such Owners; provided, however, that the Depositary will, if requested by the Issuer, take action as follows:
(i) if
at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Owners
of Receipts by means of warrants or otherwise, the Depositary shall distribute warrants or other instruments therefor in such form as
it may determine to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited
Securities, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such
Owners; or
(ii)
if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights
available to Owners of Receipts by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments
are not exercised and appear to be about to lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments
at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the proceeds of such sales
for account of the Owners of Receipts otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practicable
basis without regard to any distinctions among such Owners because of exchange restrictions, or the date of delivery of any Receipt or
Receipts, or otherwise.
If registration under
the Securities Act of 1933 of the securities to which any rights relate is required in order for the Issuer to offer such rights to Owners
of Receipts and sell the securities represented by such rights, the Depositary will not offer such rights to the Owners of Receipts unless
and until such a registration statement is in effect, or unless the offering and sale of such securities to the Owners of such Receipts
are exempt from registration under the provisions of such Act.
15.
RECORD DATES.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that
are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, the Depositary shall fix a record date (a) for the determination of the Owners of Receipts who shall be
(i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions
for the exercise of voting rights at any such meeting, or (b) on or after which each American Depositary Share will represent the changed
number of Shares, subject to the provisions of the Deposit Agreement.
16.
VOTING OF DEPOSITED SECURITIES.
Upon receipt of notice
of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon
as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as
of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the Articles of
Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares
or other Deposited Securities represented by their respective American Depositary Shares. Upon the written request of an Owner of a Receipt
on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor in so
far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth in such request.
17.
CHANGES AFFECTING DEPOSITED SECURITIES.
In circumstances where
the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up,
consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation,
or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian
in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit
Agreement, and American Depositary Shares shall thenceforth represent the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may, and shall if the Company
shall so request, execute and deliver additional Receipts as in the case of a dividend on the Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.
18.
LIABILITY OF THE COMPANY AND DEPOSITARY.
Neither the Depositary
nor the Company shall incur any liability to any Owner or holder of any Receipt, if by reason of any provision of any present or future
law of the United States or any other country, or of any other governmental or regulatory authority, or by reason of any provision, present
or future, of the Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control,
the Depositary or the Company shall be prevented or forbidden from or be subject to any civil or criminal penalty on account of doing
or performing any act or thing which by the terms of the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary
or the Company incur any liability to any Owner or holder of a Receipt by reason of any non-performance or delay, caused as aforesaid,
in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or
by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution
pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit
Agreement, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution
or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes any obligation or shall
be subject to any liability under the Deposit Agreement to Owners or holders of Receipts, except that they agree to perform their obligations
specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall
be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit,
any Owner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information.
The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for
the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.
The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each
of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out
of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended,
modified, or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents
and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company
or any of its directors, employees, agents and affiliates. No disclaimer of liability under the Securities Act of 1933 is intended by
any provision of the Deposit Agreement.
| 19. | RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. |
The Depositary may
at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company. The Depositary may at
any time be removed by the Company by written notice of such removal. In case at any time the Depositary shall resign or be removed, it
shall continue to act as Depositary for the purpose of terminating the Deposit Agreement pursuant to Section 6.2 of the Deposit Agreement.
Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint
a substitute or additional custodian or custodians.
20.
AMENDMENT.
The form of the Receipts
and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges), or which shall otherwise prejudice any substantial existing right of Owners of Receipts,
shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such amendment shall
have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be
deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the
Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.
21.
TERMINATION OF DEPOSIT AGREEMENT.
Upon the resignation
or removal of the Depositary pursuant to Section 5.4 of the Deposit Agreement, or at any time at the direction of the Company, the Depositary
shall terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30
days prior to the date fixed in such notice for such termination. On and after the date of termination, the Owner of a Receipt will, upon
(a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender
of Receipts referred to in Section 2.5 of the Deposit Agreement, and (c) payment of any applicable taxes or governmental charges, be entitled
to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale
of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of one year from
the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold
uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming
general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from
all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the
fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the
terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary
with respect to indemnification, charges, and expenses.
22.
COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding any
terms of this Receipt or the Deposit Agreement to the contrary, the Company and the Depositary have each agreed that it will not exercise
any rights it has under the Deposit Agreement or the Receipt to prevent the withdrawal or delivery of Deposited Securities in a manner
which would violate the United States securities laws, including, but not limited to Section I A(1) of the General Instructions to the
Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
(ASSIGNMENT AND TRANSFER SIGNATURE
LINES)
| NOTE: | The signature to any endorsement hereon must correspond with the name as written upon the face of this
Receipt in every particular, without alteration or enlargement or any change whatever. |
If the endorsement
be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his 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 Receipt.
All endorsements or
assignments of Receipts must be guaranteed by an "eligible guarantor institution" (including, but not limited to, a New York
Stock Exchange member firm or member of the Clearing House of the American Stock Exchange Clearing Corporation or by a bank or trust company
having an office or correspondent in The City of New York) meeting the requirements of the Depositary, which requirements on and after
October 26, 1992 will include membership or participation in STAMP or such other "signature guarantee program" as may be determined
by the Depositary in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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