Registration Nos.
Effective May 16, 2022
the Company Name has
changed to GSK plc
____ | No. of ADSs: |
Number | |
| Each ADS represents Two Shares |
| |
| CUSIP: |
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
GSK plc
(formerly known as GlaxoSmithKline
plc)
(Incorporated under the laws of England and
Wales)
JPMORGAN CHASE BANK, N.A., a national banking
association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"),
hereby certifies that ________is the registered owner (a "Holder") of _______American Depositary
Shares ("ADSs"), each (subject to paragraph (13) (Changes Affecting Deposited Securities)) representing two
ordinary shares (including the rights to receive Shares described in paragraph (1) (Issuance of ADSs),
"Shares" and, together with any other securities, cash or property from time to time held by the Depositary in
respect or in lieu of deposited Shares, the "Deposited Securities"), of GSK plc, a corporation organized under the
laws of England and Wales (the "Company"), deposited under the Second Amended and Restated Deposit Agreement dated
as of July 29, 2019 (as amended from time to time, the "Deposit Agreement") among the Company, the Depositary
and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder ("ADRs"),
each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this ADR (which includes the provisions set
forth on the reverse hereof) shall be governed by and construed in accordance with the internal laws of the State of New York
without giving effect to the application of the conflict of law principles thereof. All capitalized terms used herein, and not
defined herein, shall have the meanings ascribed to such terms in the Deposit Agreement.
(a) Issuance.
This ADR is one of the ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs
for delivery at the Transfer Office (as hereinafter defined) only against deposit of: (i) Shares in a form satisfactory to the Custodian;
or (ii) rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share
ownership or transactions.
(b) Lending.
In its capacity as Depositary, the Depositary shall not lend Shares or ADSs.
(c) Representations
and Warranties of Depositors. Every person depositing Shares under the Deposit Agreement represents and warrants that:
| (i) | such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, non- assessable and legally
obtained by such person, |
| (ii) | all pre-emptive and comparable 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
and |
| (v) | such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of
1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of
Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States
or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate"
of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of
the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a
result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities. |
Such representations and warranties shall survive
the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs.
(d) The
Depositary shall refuse to accept for such deposit any Shares identified by the Company in order to facilitate compliance with the requirements
of the laws, rules and regulations of the United States, including, but not limited to, the Securities Act of 1933 and the rules and
regulations promulgated thereunder.
(2) Withdrawal of
Deposited Securities. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and
(5) (Liability for Taxes, Duties and Other Charges),
upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary at the Transfer Office or (b) proper
instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to delivery at, or to the
extent in dematerialized form from, the Custodian's office of the Deposited Securities at the time represented by the ADSs evidenced
by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at such
other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this ADR, the
withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A.(1) of
Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
(3)
Transfers, Split-Ups and Combinations of ADRs. The Depositary or its agent will keep, at a designated transfer office (the
"Transfer Office"), (i) a register (the "ADR Register") for the registration, registration of
transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System,
which at all reasonable times will be open for inspection by Holders and the Company for the purpose of communicating with Holders in
the interest of the business of the Company or a matter relating to the Deposit Agreement and (ii) facilities for the delivery and
receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited Securities represented
by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of
proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments under the laws
of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose
name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor the Company
will have any obligation or be subject to any liability under the Deposit Agreement or any ADR to any Beneficial Owner, unless such Beneficial
Owner is the Holder hereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into
other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination,
by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case
of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required
by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by
it and it shall also close the issuance book portion of the ADR Register when reasonably requested by the Company in order to enable
the Company to comply with applicable law. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated
ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may
be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated
ADR or Direct Registration ADR, as the case may be, substituted.
(4) Certain
Limitations to Registration, Transfer etc. Prior to the issue, registration, registration of transfer, split-up or combination of
any ADR, the delivery of any distribution in respect thereof, or, subject to the last sentence of paragraph (2) (Withdrawal of
Deposited Securities), the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this
paragraph (4), the Company, the Depositary or the Custodian may require:
(a) payment
with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration
fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any
applicable charges as provided in paragraph (7) (Charges of Depositary) of this ADR;
(b) the production of proof satisfactory to
it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including
without limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of any
securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit
Agreement and this ADR, as it may deem necessary or proper; and
(c) compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement.
The issuance of ADRs, the acceptance of deposits
of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2) (Withdrawal
of Deposited Securities), the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the
ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary or the Company
at any time or from time to time.
(5) Liability
for Taxes, Duties and Other Charges. If any tax or other governmental charges (including any penalties and/or interest) shall become
payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs
evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary
and the Company shall have no liability to Holders therefor. By holding or having held this ADR or any ADSs evidenced hereby, the Holder
and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree
to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Each
Holder of this ADR and Beneficial Owner of the ADSs evidenced hereby, and each prior Holder and Beneficial Owner hereof and thereof (collectively,
the “Tax Indemnitors”), by holding or having held an ADR or an interest in ADSs, acknowledges and agrees that the Depositary
shall have the right to seek payment of amounts owing with respect to this ADR under this paragraph (5) from any one or more Tax
Indemnitor(s) as determined by the Depositary in its sole discretion, without any obligation to seek payment from any other Tax Indemnitor(s).
The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last
sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment
is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private
sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of
any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce
the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will
remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or
agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts
(if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. To the extent legally permissible,
the Depositary will forward to the Company such information from its transfer records as the Company may reasonably request to enable
the Company or its agent to file any necessary reports with governmental authorities or agencies. If the Depositary determines that any
distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary
or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such
manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute
the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each
Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian and any of their respective officers, directors,
employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to
taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax
benefit obtained. The obligations of Holders and Beneficial Owners under this paragraph (5) shall survive any transfer of ADSs, any
surrender of ADSs and withdrawal of Deposited Securities and any termination of the Deposit Agreement.
(6) Disclosure of Interests.
(a) General.
To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or
other ownership of, or interests in, Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting
or other rights to enforce such disclosure or limits, Holders and Beneficial Owners agree to comply with all such disclosure requirements
and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to
instruct Holders (and through any such Holder, the Beneficial Owners of ADSs evidenced by the ADRs registered in such Holder's name) to
deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder
and/or Beneficial Owner thereof as a holder of Shares and Holders and Beneficial Owners agree to comply with such instructions. The Depositary
agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and
agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company
on the manner or manners in which it may enforce such rights with respect to any Holder, provided, however, for the avoidance of doubt,
the Depositary shall be indemnified by the Company in connection with the foregoing.
(b) Jurisdiction
Specific. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder,
each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice")
given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment
thereof, the "Companies Act") or the Articles of Association of the Company. Compliance with the requirements of a Disclosure
Notice shall be made by a Holder within 14 days from the date of receipt of a Disclosure Notice by such Holder. By accepting or holding
an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions
against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided
in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the
imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an
ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure Guidance and Transparency Rules (as amended
from time to time, the "DTRs") with regard to the notification to the Company of interests in Shares and certain financial
instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights
he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination
of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and
each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches,
exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information
disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading
days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having
regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising
voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Depositary shall have no obligations,
nor shall it incur any liability, with respect the requirements of this subparagraph (b).
Any summary of the laws and regulations of the United
Kingdom and of the terms of the Company's constituent documents has been provided by the Company solely for the convenience of Holders,
Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement,
(i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner,
and (ii) these laws and regulations and the Company's constituent documents may change after the date of the Deposit Agreement. Neither
the Depositary nor the Company has any obligation to update any such summaries.
(7) Charges of Depositary.
(a) Rights
of the Depositary. The Depositary may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation,
issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined
in paragraph (10) (Distributions on Deposited Securities)), issuances pursuant to a stock dividend or stock split declared
by the Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the
Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or
reduced for any other reason U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as
the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share
Distributions, Rights and Other Distributions prior to such deposit to pay such charge.
(b) Additional
charges by the Depositary. The following additional charges shall also be incurred by the Holders, the Beneficial Owners, by any party
depositing or withdrawing Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances
pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities
or a distribution of ADSs pursuant to paragraph (10) (Distributions on Deposited Securities), whichever is applicable:
| (i) | a fee of U.S.$0.05 or less per ADS held (i) upon which any Cash distribution is made pursuant to the Deposit Agreement or (ii) in
the case of an elective cash/stock dividend, upon which a Cash distribution or an issuance of additional ADSs is made as a result of such
elective dividend, |
| (ii) | a fee for the distribution or sale of securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the
fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such securities
(for purposes of this paragraph (7) treating all such securities as if they were Shares) but which securities or the net cash proceeds
from the sale thereof are instead distributed by the Depositary to Holders entitled thereto, |
| (iii) | an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering
the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record
date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by
billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and |
| (iv) | a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including,
without limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control
regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited
Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise
in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which fees and charges
shall be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at
the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash
distributions). |
(c) Other
Obligations and Charges. The Company will pay other charges and out of pocket expenses of the Depositary and any agent of the Depositary
(except the Custodian) as specified in written agreements from time to time between the Company and the Depositary, except:
| (i) | stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares); |
| (ii) | SWIFT, cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering
Shares, ADRs or Deposited Securities (which are payable by such persons or Holders); and |
| (iii) | transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with
the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities). |
(d) Foreign
Exchange Related Matters. To facilitate the administration of various depositary receipt transactions, including disbursement of dividends
or other cash distributions and other corporate actions, the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank,
N.A. (the “Bank”) and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign
currency into U.S. dollars (“FX Transactions”). For certain currencies, FX Transactions are entered into with the Bank
or an affiliate, as the case may be, acting in a principal capacity. For other currencies, FX Transactions are routed directly to and
managed by an unaffiliated local custodian (or other third party local liquidity provider), and neither the Bank nor any of its affiliates
is a party to such FX Transactions.
The
foreign exchange rate applied to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined
by a third party local liquidity provider, in each case plus or minus a spread, as applicable. The Depositary will disclose which foreign
exchange rate and spread, if any, apply to such currency on the “Disclosure” page (or successor page) of www.adr.com
(as updated by the Depositary from time to time, “ADR.com”). Such applicable foreign exchange rate and spread may
(and neither the Depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ from
rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads
at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the
FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may include
regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates
may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of such
activities on the Company, the Depositary, Holders or Beneficial Owners. The spread applied does not reflect any gains or losses that
may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related activity.
Notwithstanding the foregoing,
to the extent the Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction
as set forth herein. In such case, the Depositary will distribute the U.S. dollars received from the Company.
Further details relating to
the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on
ADR.com. The Company, Holders and Beneficial Owners each acknowledge and agree that the terms applicable to FX Transactions disclosed
from time to time on ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.
(e) Disclosure
of Potential Depositary Payments. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company
that are related to the establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary
may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged
in respect of the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time.
(f) The
right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit
Agreement. As to any Depositary, upon the resignation or removal of such Depositary, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.
(8) Available
Information. The Deposit Agreement, the provisions of or governing Deposited Securities and any written communications from the Company,
which are both received by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders
of Deposited Securities, are available for inspection by Holders at the offices of the Depositary and the Custodian, at the Transfer Office,
on the U.S. Securities and Exchange Commission’s website, or upon request from the Depositary (which request may be refused by the
Depositary at its discretion). The Depositary will distribute copies of such communications (or English translations or summaries thereof)
to Holders when furnished by the Company. The Company is subject to the periodic reporting requirements of the Securities Exchange Act
of 1934 and accordingly files certain reports with the United States Securities and Exchange Commission (the "Commission").
Such reports and other information may be inspected and copied through the Commission’s EDGAR system or at public reference facilities
maintained by the Commission located at the date hereof at 100 F Street, NE, Washington, DC 20549.
(9) Execution.
This ADR shall not be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized
officer of the Depositary.
Dated:
|
JPMORGAN CHASE BANK, N.A., as Depositary |
|
|
|
By |
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Authorized Officer |
The Depositary's office is located at 383 Madison Avenue,
Floor 11, New York, New York 10179.
[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited
Securities. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for
Taxes, Duties and other Charges), to the extent practicable, the Depositary will distribute to each Holder entitled thereto on
the record date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number of
Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented by
ADSs evidenced by such Holder's ADRs:
(a) Cash.
Any U.S. dollars available to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of
any other distribution or portion thereof authorized in this paragraph (10) ("Cash"), on an averaged or other practicable
basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable
with respect to certain Holders, and (iii) deduction of the Depositary's and/or its agents' fees and expenses in (1) converting
any foreign currency to U.S. dollars by sale or in such other manner as the Depositary may determine to the extent that it determines
that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by
such means as the Depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining
any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost
and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner.
(b) Shares.
(i) Additional ADRs evidencing whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution
on Deposited Securities consisting of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting
from the net proceeds of sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional
ADRs were issued therefor, as in the case of Cash.
(c) Rights.
(i) Warrants or other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of
any rights to subscribe for additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited
Securities ("Rights"), to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the
Depositary that the Depositary may lawfully distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to
the extent the Company does not so furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary
from the net proceeds of sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence
and such sales cannot practicably be accomplished by reason of the nontransferability of the Rights, limited markets therefor, their short
duration or otherwise, nothing (and any Rights may lapse).
(d) Other
Distributions. (i) Securities or property available to the Depositary resulting from any distribution on Deposited Securities
other than Cash, Share Distributions and Rights ("Other Distributions"), by any means that the Depositary may deem equitable
and practicable, or (ii) to the extent the Depositary deems distribution of such securities or property not to be equitable and practicable,
any U.S. dollars available to the Depositary from the net proceeds of sales of Other Distributions as in the case of Cash.
The Depositary reserves the right to utilize a division,
branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities hereunder.
Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense
of the Depositary contemplated above and/or under paragraph (7) (Charges of Depositary). Any U.S. dollars available will be
distributed by electronic transfer from a bank in the United States or such other means as may be permitted under this paragraph (10) for
whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the Depositary in accordance with its then
current practices. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies,
which are currently set forth in the "Disclosure” section of https://www.adr.com, the location and contents of which the Depositary
shall be solely responsible for.
For all cash dividends and other cash
distributions that are made available to the Depositary after the date that will be published on adr.com and communicated to then
current Holders by mail, the Depositary will distribute any Cash to Holders solely via electronic funds transfer ("EFT"),
except as otherwise provided in this paragraph. In order to receive such amounts, Holders must provide their bank deposit details to
the Depositary in accordance with the instructions provided by the Depositary for this purpose. Subject to the last sentence of this
paragraph, all such amounts owing to Holders who do not provide such bank deposit details shall be held by the Depositary on behalf
of such Holders until such bank deposit details have been provided. All amounts so held by the Depositary will be reported for tax
purposes as if paid to all Holders as of the date that funds are first made available to Holders and will neither accrue interest
nor be invested for Holders while they are being held. A Holder will be unable to receive Cash dividends or other Cash distributions
to which it is entitled until such time as such Holder either (i) provides its bank deposit details to the Depositary in
accordance with the instructions provided by the Depositary for this purpose, (ii) transfers such Holder’s ADS position
into DTC or (iii) cancels its ADSs (whereupon, in the case of a transfer to DTC or a cancellation, such Holder will receive a
check for the aggregate amount of cash dividends and/or cash distributions being held on its behalf). Notwithstanding the foregoing,
the Depositary shall, if instructed by the Company, distribute Cash dividends and other Cash distributions by check or by such other
means as the Company and the Depositary may agree.
(11) Record
Dates. The Depositary may, after consultation with the Company if practicable, fix a record date (which, to the extent applicable,
shall be as near as practicable to any corresponding record date set by the Company) for the determination of the Holders who shall be
responsible for the fee assessed by the Depositary for administration of the ADR program and for any expenses provided for in paragraph
(7) hereof as well as for the determination of the Holders who shall be entitled to receive any distribution on or in respect of
Deposited Securities, to give instructions for the exercise of any voting rights, to receive any notice or to act or be obligated in respect
of other matters and only such Holders shall be so entitled or obligated.
(12) Voting of Deposited Securities.
(a) Proxy
Appointment. The Depositary or, if the Deposited Securities are registered in the name of or held by its nominee, its nominee, subject
to and in accordance with the constituent documents of the Company hereby irrevocably appoints each Holder for the time being on the record
date (the "Voting Record Date") fixed by the Depositary in accordance with paragraph (12) in respect of any meeting (at
which holders of Deposited Securities are entitled to vote) as its proxy to attend, vote and speak at the relevant meeting (or any adjournment
thereof) in respect of the Deposited Securities represented by the ADS registered on the books of the Depositary in the name of such Holder
on the Voting Record Date. In respect of any such meeting each such Holder can appoint any person as its substitute proxy to attend, vote
and speak on behalf of the Holder subject to and in accordance with the provisions of this paragraph (12) and the constituent documents
of the Company.
(b) Notice
of any Meeting or Solicitation. 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, in accordance
with paragraph (11) hereof, fix the Voting Record Date in respect of such meeting or solicitation. The Depositary or, if the Company so
determines, the Company, shall distribute to Holders of record on such Voting Record Date: (a) such information as is contained in
such notice of meeting or in the solicitation materials, (b) an ADR proxy card in a form prepared by the Depositary, (c) a statement
that each Holder at the close of business on the Voting Record Date will be entitled, subject to any applicable law, the Company’s
constituent documents and the provisions of or governing the Deposited Securities, either (i) to use such ADR proxy card in order
to attend, vote and speak at such meeting as the proxy of the Depositary or its nominee solely with respect to the Shares or other Deposited
Securities represented by ADSs evidenced by such Holder’s ADRs or (ii) to appoint any other person as the substitute proxy
of such Holder, solely with respect to the Shares or other Deposited Securities represented by ADSs evidenced by such Holder’s ADRs,
or (iii) to renounce the proxy initially provided by the Depositary or its nominee to such Holder or such Holder's substitute proxy
and to provide Voting instructions to the Depositary as to the exercise of the voting rights pertaining to the Shares or other Deposited
Securities represented by ADSs evidenced by their respective ADRs (“Voting Instructions”), and (d) if the Depositary
is to be given Voting Instructions by such Holder, a brief statement as to the manner in which Voting Instructions may be given to the
Depositary. Each Holder shall be solely responsible for the forwarding of voting information to the Beneficial Owners of ADSs registered
in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular
will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions
to the Depositary in a timely manner or for the Holder to arrange to attend, vote and/or speak at the relevant meeting. The Company shall
provide notice to the Depositary of such vote or meeting in a timely manner and at least 30 days prior to the date of such vote or meeting
(unless less than 30 days’ notice of the meeting has been given in accordance with the Company’s Articles of Association and
UK law, in which case the Company will provide to the Depositary such advance notice of the meeting as may be possible under the circumstances);
provided that if the Depositary receives less than 30 days’ notice of such vote or meeting, the Depositary shall only make such
distribution to the extent it deems it to be practicable.
(c) Voting
of Deposited Securities. Upon actual receipt by the ADR department responsible for proxies and voting instructions (including, without
limitation, instructions of any entity or entities acting on behalf of the nominee for DTC) of Voting Instructions of a Holder on the
Voting Record Date in the manner and on or before the time established by the Depositary for such purpose, the Depositary shall endeavor,
insofar as practicable and permitted under applicable law, the provisions of the Company’s constituent documents and the provisions
of the Deposited Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's
ADRs in accordance with such Voting Instructions insofar as practicable and permitted under the provisions of or governing Deposited Securities.
The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. Shares or other Deposited Securities
represented by ADSs for which no specific Voting Instructions are received by the Depositary from the Holder shall not be voted by the
Depositary but may be directly voted by such Holder in attendance at meetings of shareholders as proxy for the Depositary or its nominee,
subject to, and in accordance with, the provisions of this paragraph (12) and the Company’s constituent documents.
Notwithstanding anything contained herein this paragraph
(12) to the contrary, Holders and their substitute proxy (other than the Depositary) shall only be permitted to attend, vote and speak
at meetings at which holders of Deposited Securities are entitled to vote as the proxy of the Depositary or its nominee with respect to
the whole number of Shares represented by the ADSs evidenced by ADRs held by such Holders on the record date set by the Depositary in
accordance with paragraph (11) hereof. For the avoidance of doubt, when the Depositary receives Voting Instructions from a substitute
proxy of a Holder (including, without limitation, instructions from Broadridge Financial Solutions or any other entity acting on behalf
of participants and/or customers of participants within DTC) or their agents, and such registered Holder has notified the Depositary that
it holds ADRs on behalf of such substitute proxies, the Depositary shall treat such Voting Instructions as coming from an entity that
holds ADRs on behalf of such substitute proxies and the Depositary shall vote or cause to be voted the Deposited Securities in accordance
with such instructions.
Holders are strongly encouraged to forward their
Voting Instructions as soon as possible. Voting Instructions will not be deemed received until such time as the ADR department responsible
for proxies and voting has received such Voting Instructions notwithstanding that such Voting Instructions may have been physically received
by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.
(d) Alternative
Methods of Distributing Materials. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to
the extent not prohibited by any law, rule or regulation or the rules and/or requirements of the stock exchange on which the
ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of or solicitation
of consents or proxies from holders of Deposited Securities, distribute to the Holders a notice, after consulting the Company as to the
form of such notice to the extent practicable, 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).
(13) Changes Affecting Deposited Securities.
(a) Subject
to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties and Other
Charges), the Depositary may, in its discretion, and shall if reasonably requested by the Company, amend this ADR or distribute additional
or amended ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary
therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities,
any Share Distribution or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary
in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and,
irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise,
to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation,
liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company.
(b) To
the extent the Depositary does not so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds
thereof, whatever cash, securities or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced
by this ADR shall automatically represent its pro rata interest in the Deposited Securities as then constituted.
(c) Promptly
upon the occurrence of any of the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing
of such occurrence and as soon as practicable after receipt of such notice from the Company, may instruct the Depositary to give notice
thereof, at the Company's expense, to Holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary
shall give notice to the Holders in accordance with the terms thereof, as soon as reasonably practicable.
(14) Exoneration.
(a) The
Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur
no liability to Holders or Beneficial Owners (A) if any present or future law, rule, regulation, fiat, order or decree of the United
States, England, Wales or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange
or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the
Company's charter, any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil
unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond its direct and immediate control shall prevent or
delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement
or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof),
or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms
of the Deposit Agreement it is provided shall or may be done or performed or any exercise or failure to exercise any discretion given
it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be
lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations
to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and
the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the case of the Depositary
and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel)
and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction
by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder,
any other person believed by it to be competent to give such advice or information, or in the case of the Depositary only, the Company.
The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency
or settlement system.
(b) The
Depositary. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency
of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price
received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible
for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such
sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the
further limitations set forth in subparagraph (q) of this paragraph (14), the Depositary shall not be responsible for, and shall
incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that
any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision
of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary
as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located.
(c) Each
of the Company, the Depositary and their respective agents may rely and shall be protected in acting upon any written notice, request,
direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.
(d) The
Depositary shall be under no obligation to inform Holders or Beneficial Owners about the requirements of the laws, rules or regulations
or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange
or market or automated quotation system.
(e) The
Depositary and its agents will not be responsible for any failure to carry out any Voting Instructions to vote any of the Deposited Securities,
for the manner in which any such vote is cast, any act or omission to act on the part of Holders, Beneficial Owners, the Company or its
agents in connection with voting at a meeting, , or for the effect of any such vote.
(f) The
Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency
conversion, transfer or distribution.
(g) The Depositary and its agents may own and
deal in any class of securities of the Company and its affiliates and in ADRs.
(h) Notwithstanding
anything else contained herein or in the Prior Deposit Agreement, the Depositary shall have no liability or responsibility under the Deposit
Agreement, any ADR or any related agreement, for any period prior to the effective date of the Deposit Agreement or for any act or omission
of the predecessor to the Depositary or any of its agents (including the Custodian as defined in the Prior Deposit Agreement), under or
in connection with this Deposit Agreement, any ADRs or any related agreement.
(i) Notwithstanding
anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all
demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any
ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful
authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.
(j) None
of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits
of credits or refunds of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability.
(k) The
Depositary is under no obligation to provide the Holders and Beneficial Owners, or any of them, with any information about the tax status
of the Company. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders
and Beneficial Owners on account of their ownership or disposition of the ADRs or ADSs.
(l) The
Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of 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 Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing
any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company.
(m) Notwithstanding
anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services
and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services
in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual
meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable
care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions
made by them in providing the relevant information or services.
(n) 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.
(o) By
holding an ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding
against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated
herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest
therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
(p) The
Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the
Company under certain circumstances.
(q) Neither
the Company, the Depositary nor any of their respective agents shall be liable to Holders or Beneficial Owners for any indirect, special,
punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred
by any person or entity (including, without limitation, Holders and Beneficial Owners), whether or not foreseeable and regardless of the
type of action in which such a claim may be brought.
(r) No
provision of the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or Beneficial
Owners may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(15) Resignation and Removal of Depositary; the Custodian.
(a) Resignation.
The Depositary may resign as Depositary by written notice of its election so to do delivered to the Company, such resignation to take
effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.
(b) Removal.
The Depositary may at any time be removed by the Company by no less than 60 days' prior written notice of such removal, to become effective
upon the later of (i) the 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement.
(c) The
Custodian. The Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each
Custodian or all Custodians as the context requires.
(16)
Amendment. Subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and
the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases
any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable,
telex or facsimile transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any substantial existing
right of Holders or Beneficial Owners, shall become effective 30 days after notice of such amendment shall have been given to the Holders.
Every Holder and Beneficial Owner at the time any amendment to the Deposit Agreement so becomes effective shall be deemed, by continuing
to hold such ADR, 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 Holder of any ADR to surrender such ADR and receive the Deposited Securities represented thereby,
except in order to comply with mandatory provisions of applicable law. 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
of 1933 or (b) the ADSs or Shares to be traded 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 prejudice any substantial rights of Holders or Beneficial
Owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which
would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure compliance therewith, the Company and the
Depositary may amend or supplement the Deposit Agreement and the ADR at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement 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. Notice of any amendment to
the Deposit Agreement or form of ADRs 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 U.S. Securities and Exchange Commission's, the Depositary's or the Company's website or upon request
from the Depositary).
(17) Termination.
The Depositary may, and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing
notice of such termination to the Holders, with a copy to the Company, at least 30 days prior to the date fixed in such notice for
such termination; provided, however, if the Depositary shall have (i) resigned as Depositary hereunder, notice of such
termination by the Depositary shall not be provided to Holders unless a successor depositary shall not be operating hereunder within
60 days of the date of such resignation, or (ii) been removed as Depositary hereunder, notice of such termination by the
Depositary shall not be provided to Holders unless a successor depositary shall not be operating hereunder on the 60th day
after the Company's notice of removal was first provided to the Depositary. Notwithstanding anything to the contrary herein, the
Depositary may terminate the Deposit Agreement subject to giving 30 days’ notice to the Holders, with a copy to the Company,
under the following circumstances: (i) in the event of the Company’s bankruptcy or insolvency, (ii) if the Shares
cease to be listed on an internationally recognized stock exchange, (iii) if the Company effects (or will effect) a redemption
of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or
substantially all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of assets or
other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited
Securities, except where such transaction was commenced, announced by the Company or notified to the Depositary prior to the
effective date of the Deposit Agreement.
After the date so fixed for termination, the Depositary
and its agents will perform no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell) distributions
on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the date so fixed for termination,
the Depositary shall use its reasonable efforts to sell the Deposited Securities and shall thereafter (as long as it may lawfully do
so) hold in an account (which may be a segregated or unsegregated account) the net proceeds of such sales, together with any other cash
then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders
of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the
Deposit Agreement and this ADR, except to account for such net proceeds and other cash. After the date so fixed for termination, the
Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary and its agents.
(18) Appointment; Acknowledgements and
Agreements. Each Holder and each Beneficial Owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) 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), (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, and
(c) acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnership or joint
venture among the parties thereto nor establish a fiduciary or similar relationship among such parties, (ii) the Depositary,
its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public
information about the Company, Holders, Beneficial Owners and/or their respective affiliates, (iii) the Depositary and its
divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, Beneficial Owners
and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time, be
engaged in transactions in which parties adverse to the Company or the Holders or Beneficial Owners may have interests,
(v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its
divisions, branches or affiliates from engaging in such transactions or establishing or maintaining such relationships, or
(B) obligate the Depositary or any of its divisions, branches or affiliates to disclose such transactions or relationships or
to account for any profit made or payment received in such transactions or relationships, (vi) the Depositary shall not be
deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii) notice to a
Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all Beneficial
Owners of the ADSs evidenced by such Holder’s ADRs. For all purposes under the Deposit Agreement and this ADR, the Holder
hereof shall be deemed to have all requisite authority to act on behalf of any and all Beneficial Owners of the ADSs evidenced by
this ADR.
(19) Waiver.
EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS
IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN,
OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).
(20) Elective
Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares
in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution
stating whether or not it wishes such elective distribution to be made available to Holders. Upon receipt of notice indicating that the
Company wishes such elective distribution to be made available to Holders, 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. The Depositary shall make such elective distribution available to Holders only if (i) the
Company shall have timely requested that the elective distribution is 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 14 of the Deposit Agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction
that the Depositary in its reasonable discretion may request, at the expense of the Company. If the above conditions are not satisfied,
the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in
the local market in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing
such additional Shares. If the above conditions are satisfied, the Depositary shall establish a record date and establish procedures to
enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in
establishing such procedures to the extent necessary. Nothing herein shall obligate the Depositary to make available to Holders a method
to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders or Beneficial Owners generally,
or any Holder and/or Beneficial Owner in particular, will be given the opportunity to receive elective distributions on the same terms
and conditions as the holders of Shares.
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