As filed with the Securities and Exchange Commission
on October 14, 2014
Registration No. 333-101604
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
ALUMINA LIMITED
(A.B.N. 85 004 820 419)
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
VICTORIA, COMMONWEALTH OF AUSTRALIA
(Jurisdiction of incorporation or organization
of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its
charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective
under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been
filed to register the deposited shares, check the following box. [ ]
The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus
consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit
1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item -1. |
Description of Securities to be Registered |
Cross Reference Sheet
Item Number and Caption
|
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Location in Form of Receipt Filed
Herewith as Prospectus
|
1. Name
and address of depositary
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Introductory Article |
2. Title
of American Depositary Receipts and identity of deposited securities
|
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Face of Receipt, top center |
Terms of Deposit:
|
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(i) The amount of deposited securities represented by one unit of American Depositary Receipts |
|
Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities |
|
Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends |
|
Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material |
|
Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights |
|
Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement |
|
Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
|
Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities |
|
Articles number 2, 3, 4, 5, 6, 8 and 22 |
(x) Limitation upon the liability of the depositary |
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Articles number 14, 18, 21 and 22 |
3. Fees and
Charges
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Articles 7 and 8 |
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Item - 2. |
Available Information |
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Public reports furnished by issuer |
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Article number 11 |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. |
Form of Deposit Agreement dated as of October 6, 1989, as amended and restated as of December 4, 2002, as further amended and restated as of January 17, 2008, as further amended and restated as of ____________, 2014, among Alumina Limited, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
|
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b. |
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable. |
|
|
c. |
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above. |
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d. |
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously Filed. |
|
|
e. |
Certification under Rule 466. - Not Applicable. |
|
|
Item - 4.
Undertakings
(a) |
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
(b) |
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on October 14, 2014.
Legal entity created by the agreement
for the issuance of American Depositary Shares for ordinary shares of Alumina Limited.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the
requirements of the Securities Act of 1933, ALUMINA LIMITED has caused this Registration Statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of Melbourne, Australia on October 14, 2014.
ALUMINA LIMITED
By: /s/ Stephen Foster
Name: Stephen Foster
Title: Company Secretary
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated on October 14, 2014.
/s/ George
John PIZZEY |
|
/s/ Chris
THIRIS |
Mr. George John PIZZEY |
|
Mr. Chris THIRIS |
Chairman, Non-executive Director |
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Authorized U.S. Representative |
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Principal Financial and Accounting Officer |
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/s/ Peter
WASOW |
Ms. Emma STEIN |
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Mr. Peter WASOW |
Non-executive Director |
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Chief Executive Officer, Executive Director |
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/s/ Chen
ZENG |
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Mr. Chen ZENG |
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Non-executive Director |
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/s/ Peter
DAY |
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Mr. Peter DAY |
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Non-executive Director |
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/s/ Mike
Ferraro |
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Mr. Mike Ferraro |
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Non-executive Director |
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
1 |
Form of Deposit Agreement dated as of October 6, 1989, as amended and restated as of December 4, 2002, as further amended and restated as of January 17, 2008, as further amended and restated as of ____________, 2014, among Alumina Limited, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
===============================================================
ALUMINA LIMITED
AND
THE BANK OF NEW YORK MELLON
As Depositary
AND
OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES
Deposit Agreement
Dated as of October 6, 1989
As Amended and Restated as of December
4, 2002
As Further Amended and Restated as
of January 17, 2008
As Further Amended and Restated as of
_______________, 2014
===============================================================
DEPOSIT AGREEMENT
DEPOSIT AGREEMENT
dated as of October 6, 1989, as amended and restated as of December 4, 2002, as further amended and restated as of January 17,
2008, and as further amended and restated as of ________, 2014, among ALUMINA LIMITED, a company incorporated under the laws of
Victoria, Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein
called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
W I T N E S S E T H:
WHEREAS, the Company,
the Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder entered into a deposit
agreement dated as of October 6, 1989, as amended and restated as of December 4, 2002, and as further amended and restated as of
January 17, 2008 (the “Prior Deposit Agreement”); and
WHEREAS, the Company
and the Depositary now wish to further amend the Prior Deposit Agreement in certain respects; and
WHEREAS, the Company
desires to provide, as hereinafter set forth in this Amended and Restated Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary
for the purposes set forth in this Amended and Restated Deposit Agreement, for the creation of American Depositary Shares representing
the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares;
and
WHEREAS, the American
Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Amended and Restated Deposit Agreement;
NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the parties hereto as follows:
ARTICLE 1.
DEFINITIONS
The following definitions
shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Amended and Restated Deposit
Agreement:
SECTION
1.1
American Depositary Shares.
The term “American
Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the
Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.
The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of
1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and
uncertificated American Depositary Shares. Each American Depositary Share shall represent the number of Shares specified in Exhibit
A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or a change
in Deposited Securities covered by Section 4.8 with respect to which additional American Depositary Shares are not delivered, and
thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.
SECTION
1.2
Commission.
The term “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.
SECTION
1.3
Company.
The term “Company”
shall mean Alumina Limited, a company, organized under the laws of Victoria, Commonwealth of Australia, and its successors.
SECTION
1.4
Custodian.
The term “Custodian”
shall mean collectively the Australian offices of the National Australia Bank Limited and the Australia and New Zealand Banking
Group Limited, as agents of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which
may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians
hereunder, as the context shall require and shall also mean all of them collectively.
SECTION
1.5
Deliver; Surrender.
(a) The term “deliver”,
or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry transfer of those Shares
or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect transfers of
such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing those Shares
or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer to,
the person entitled to that delivery.
(b) The term “deliver”,
or its noun form, when used with respect to American Depositary Shares, shall mean (i) book-entry transfer of American Depositary
Shares to an account at DTC designated by the person entitled to such delivery, evidencing American Depositary Shares registered
in the name requested by that person, (ii) registration of American Depositary Shares not evidenced by a Receipt on the books of
the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming
that registration or (iii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the
Depositary to the person entitled to such delivery of one or more Receipts.
(c) The term “surrender”,
when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares
to the DTC account of the Depositary, (ii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender
American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Corporate Trust Office of one
or more Receipts evidencing American Depositary Shares.
SECTION
1.6
Deposit Agreement.
The term “Deposit
Agreement” shall mean this Amended and Restated Deposit Agreement, as the same may be amended from time to time in accordance
with the provisions hereof.
SECTION
1.7
Depositary; Corporate Trust Office.
The term “Depositary”
shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary hereunder. The term “Corporate
Trust Office”, when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this
Deposit Agreement is 101 Barclay Street, New York, New York 10286.
SECTION
1.8
Deposited Securities.
The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation Shares that have not been successfully delivered upon surrender of American Depositary Shares, and
any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time
held under this Deposit Agreement, subject as to cash to the provisions of Section 4.5.
SECTION
1.9
Dollars.
The term “Dollars”
shall mean United States dollars.
SECTION
1.10 DTC.
The term “DTC”
shall mean The Depository Trust Company or its successor.
SECTION
1.11 Foreign
Registrar.
The term “Foreign
Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar
for the Shares and any other agent of the Company for the transfer and registration of Shares, including without limitation any
securities depository for the Shares.
SECTION
1.12 Holder.
The term “Holder”
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for
its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.
SECTION
1.13 Owner.
The term “Owner”
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for such
purpose.
SECTION
1.14 Receipts.
The term “Receipts”
shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary Shares, as the same may
be amended from time to time in accordance with the provisions hereof.
SECTION
1.15 Registrar.
The term “Registrar”
shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, that is appointed by the
Depositary to register American Depositary Shares and transfers of American Depositary Shares as herein provided.
SECTION
1.16 Restricted
Securities.
The term “Restricted
Securities” shall mean Shares, or American Depositary Shares representing Shares, that are acquired directly or indirectly
from the Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain of transactions
not involving any public offering, or that are subject to resale limitations under Regulation D under the Securities Act of 1933
or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company,
or that would require registration under the Securities Act of 1933 in connection with the offer and sale thereof in the United
States, or that are subject to other restrictions on sale or deposit under the laws of the United States or the Commonwealth of
Australia, or under a shareholder agreement or the articles of association or similar document of the Company.
SECTION
1.17 Securities
Act of 1933.
The term “Securities
Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.
SECTION
1.18 Shares.
The term “Shares”
shall mean ordinary shares of the Company that are validly issued and outstanding and fully paid, nonassessable and that were not
issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided,
however, that, if there shall occur any change in nominal value, a split-up or consolidation or any other reclassification
or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company,
the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value,
split-up or consolidation or such other reclassification or such exchange or conversion.
ARTICLE 2.
FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
SECTION
2.1
Form of Receipts; Registration and Transferability of American Depositary Shares.
Definitive Receipts
shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary
and countersigned by the manual signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt
shall be registered and (y) all American Depositary Shares delivered as hereinafter provided and all registrations of transfer
of American Depositary Shares shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a
proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, notwithstanding
that such person was not a proper officer of the Depositary on the date of issuance of that Receipt.
The Receipts may be
endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions
of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder
or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform
with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are
subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.
American Depositary
Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as
certificated registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable
as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary,
may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled
to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes,
and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement
to any Holder of American Depositary Shares unless that Holder is the Owner of those American Depositary Shares.
SECTION
2.2
Deposit of Shares.
Subject to the terms
and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to
any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory
to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with
the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary
to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares
representing such deposit.
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 Commonwealth of Australia that is then performing the function of the regulation of currency exchange.
If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the
Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory
to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive
upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory
to the Depositary.
At the request and
risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates
for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates
to the Custodian for deposit hereunder.
Upon each delivery
to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents specified
above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates
to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name
of the Depositary or its nominee or such Custodian or its nominee.
Deposited Securities
shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.
SECTION
2.3
Delivery of American Depositary Shares.
Upon receipt by any
Custodian of any deposit pursuant to Section 2.2 hereunder, together with the other documents required as specified above, such
Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order American Depositary
Shares are deliverable in respect thereof and the number of American Depositary Shares to be so delivered. Such notification shall
be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission
(and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in
its sole discretion require a proper acknowledgment or other evidence from the Company or the Foreign Registrar that any Deposited
Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary
or its nominee or such Custodian or its nominee). Upon receiving such notice from such Custodian, or upon the receipt of Shares
or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares
issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the
delivery of such American Depositary Shares as provided in Section 5.9, and of all taxes and governmental charges and fees payable
in connection with such deposit and the transfer of the Deposited Securities.
SECTION
2.4
Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated
and Uncertificated American Depositary Shares.
The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares on its transfer books
from time to time, upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments
of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall deliver
those American Depositary Shares to or upon the order of the person entitled thereto.
The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting
a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.
The Depositary, upon
surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner
of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including,
for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated
American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares.
The Depositary may
appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and
combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions,
a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons
entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.
SECTION
2.5
Surrender of American Depositary Shares and Withdrawal of Deposited Securities.
Upon surrender at
the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided
in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the
Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary
Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by
those American Depositary Shares. Such delivery shall be made, as hereinafter provided, without unreasonable delay.
A Receipt surrendered
for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer
in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a written order directing
the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons
designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject
to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the
person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented
by the surrendered American Depositary Shares, except that the Depositary may make delivery to such person or persons at the Corporate
Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by those
American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held
by the Depositary.
At the request, risk
and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the Depositary shall direct
the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates,
if applicable, and other proper documents of title for, the Deposited Securities represented by the surrendered American Depositary
Shares to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter
or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.
SECTION
2.6
Limitations on Delivery, Transfer and Surrender of American Depositary Shares.
As a condition precedent
to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares
or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced
by a 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 herein provided, may require the production of proof satisfactory to it as to the identity and genuineness
of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions
of this Deposit Agreement, including, without limitation, this Section 2.6.
The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer
of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary
Shares 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 this Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in this Deposit Agreement,
the surrender of outstanding American Depositary Shares 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 Foreign Registrar, if applicable,
or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment
of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to
the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under this Deposit Agreement any Shares which would be required to be registered under the
provisions of the Securities Act of 1933 for public offer and sale in the United States unless a registration statement is in effect
as to such Shares for such offer and sale.
SECTION
2.7
Lost Receipts, etc.
In case any Receipt
shall be mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced
by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt, upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost
or stolen Receipt. Before the Depositary shall deliver American Depositary Shares in uncertificated form or execute and deliver
a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary
(i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.
SECTION
2.8
Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered
to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled.
SECTION
2.9
Pre-Release of American Depositary Shares.
The Depositary may
issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive
Shares from the Company (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject
to the restrictions of the following paragraph.
Unless requested in
writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 hereof, execute and deliver Receipts
prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5,
deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is
prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may
receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a
written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that the
Pre-Releasee, or its customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial
rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is
inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares
or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash,
U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar
liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such
further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented
by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%)
of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time
to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes
of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into
hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling
the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above
shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection
with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release
transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
SECTION
2.10 DTC
Direct Registration System and Profile Modification System.
(a) Notwithstanding
the provisions of Section 2.4, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification
System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.
DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary
Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile
is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares,
to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those
American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization
from the Owner to register such transfer.
(b) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner
in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf
of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of
Sections 5.3 and 5.8 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this
Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.
ARTICLE 3.
CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
SECTION
3.1
Filing Proofs, Certificates and Other Information.
Any person presenting
Shares for deposit or any Owner or Holder 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 American Depositary Shares
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.
SECTION
3.2
Liability of Owner for Taxes.
If any tax or other
governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any
Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the
Owner of such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American
Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment
is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all
of the Deposited Securities represented by those American Depositary Shares, 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 of such American Depositary
Shares shall remain liable for any deficiency.
SECTION
3.3
Warranties on Deposit of Shares.
Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor,
if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares
and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the
deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under
the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares.
SECTION
3.4
Disclosure of Interests
Notwithstanding any
other provision of this Deposit Agreement, each Owner agrees to comply with notices served on it or him by the Company pursuant
to Sections 671 A and B and 672 A and B of the Corporations Act of 2001 (Australia), as amended from time to time, or otherwise
to provide information required by such notices (which is effectively information as to the capacity in which such Owner owns Receipts
and regarding the identity of any other person interested in such Receipts and the nature of such interest. The Depositary agrees
to use its reasonable efforts to forward, upon the written request of the Company and at the expense of the Company, any such written
request from the Company to the Owners and to forward, as promptly as practicable, to the Company any such responses to such requests
received by the Depositary. For the purposes of this Section 3.4 only, Owners agree that they will be deemed to be holders of Shares
rather than Receipts, and that Sections 671 A and B and 672 A and B of the Corporations Act of 2001 (Australia), shall be applicable
to them as if they were holders of such Shares. If the Company requests information from the Depositary, the Custodian or the nominee
of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee, as the case may
be, shall be limited to disclosing to the Company the information contained in the register.
ARTICLE 4.
THE DEPOSITED SECURITIES
SECTION
4.1
Cash Distributions.
Whenever the Depositary
shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.5, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees
and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that
in the event that the Custodian or the Depositary shall be required to withhold and does withhold from such cash dividend or such
other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the
American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute
only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts
shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to
the appropriate governmental agency in the Commonwealth of Australia all amounts withheld and owing to such agency. The Depositary
will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the
Company or its agent to file necessary reports with governmental agencies.
SECTION
4.2
Distributions Other Than Cash, Shares or Rights.
Subject to the provisions
of Sections 4.11 and 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Section
4.1, 4.3 or 4.4, the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges,
in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in
any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that
if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for
any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account
of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 or is not otherwise
in compliance with other applicable securities laws in order to be distributed to Owners or Holders) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose
of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received
in compliance with applicable securities laws, or any part thereof, and the net proceeds of any such sale (net of the fees and
expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto, all
in the manner and subject to the conditions described in Section 4.1. The Depositary may withhold any distribution of securities
under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration
under the Securities Act of 1933 or is not otherwise in compliance with other applicable securities laws. The Depositary may sell,
by public or private sale in compliance with applicable securities laws, an amount of securities or other property it would otherwise
distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.
SECTION
4.3
Distributions in Shares.
If any distribution
upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners
entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them
respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or
free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after
deduction or upon issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as
provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary
may sell, by public or private sale in compliance with applicable securities laws, an amount of the Shares received sufficient
to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary
Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under
the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall
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 described in Section 4.1. If additional American Depositary Shares are not so delivered, each American
Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
SECTION
4.4
Rights.
In the event that
the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, subject to compliance with applicable securities laws, the Depositary shall, after consultation
with the Company to the extent practicable, have discretion as to the procedure to be followed in making such rights available
to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if
by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners
or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse.
If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make
such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines
the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants
or other instruments therefor in such form as it deems appropriate.
In circumstances in
which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order
to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion
to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole
discretion are reasonably required under applicable law.
If the Depositary
has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant
to Section 2.3 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution
pursuant to the second paragraph of this Section, such deposit shall be made, and depositary shares shall be delivered, under depositary
arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation,
and transfer under applicable United States laws.
If the Depositary
determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may
sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales
(net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection
with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled
to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among
such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.
The Depositary will
not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 or are registered under the provisions of such Act; provided, that nothing in this Deposit
Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or
underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests the distribution
of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the
Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for
the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.
The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.
SECTION
4.5
Conversion of Foreign Currency.
Whenever the Depositary
or the Custodian 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 American Depositary Shares or
otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.
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 or the Custodian 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.
SECTION
4.6
Fixing of Record Date.
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 the Depositary shall receive notice of any meeting of holders
of Shares or other 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 find it necessary or convenient, the Depositary
shall fix a record date in consultation with the Company to the extent practicable (a) for the determination of the Owners who
shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to
give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fee or charge assessed by
the Depositary pursuant to this Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed
number of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement,
the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of
American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.
SECTION
4.7
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 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 received by the Depositary
from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled,
subject to any applicable provision of Australian law and of the Articles of Association or similar documents 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 and (c) a statement as to the manner in which such instructions
may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence
of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the
Company. Upon the written request of an Owner of American Depositary Shares 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 those American Depositary Shares in accordance with the
instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to
the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company
has requested the Depositary to send a notice under this paragraph and has provided the Depositary at least 45 days’ prior
notice of any such meeting and the details of the matters to be voted upon and (ii) no instructions are received by the Depositary
from any Owner with respect to Deposited Securities represented by American Depositary Shares of that Owner on or before the date
established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give
a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall
give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities; provided, that no
such instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees
to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy
given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.
There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior
to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions
set forth in the preceding paragraph.
In order to give Owners
a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the
Company will request the Depositary to act under this Section 4.7, the Company shall give the Depositary notice of any such meeting
and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.
SECTION
4.8
Changes Affecting Deposited Securities.
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, or
upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be
received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities,
shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional
American Depositary Shares are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional
American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts specifically describing such new Deposited Securities.
SECTION
4.9
Reports.
The Depositary shall
make available for inspection by Owners at its Corporate Trust Office any reports and communications, including any proxy solicitation
material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also, upon
written request by the Company, send to the Owners copies of such reports when furnished by the Company pursuant to Section 5.6.
Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall
be furnished in English, to the extent such materials are required to be translated into English pursuant to any regulations of
the Commission.
SECTION
4.10 Lists
of Owners.
Promptly upon request
by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses
and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered on the books
of the Depositary.
SECTION
4.11 Withholding.
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 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 entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.
ARTICLE 5.
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
SECTION
5.1
Maintenance of Office and Transfer Books by the Depositary.
Until termination
of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York, facilities for the execution and delivery, registration, registration of transfers and surrender of American Depositary
Shares in accordance with the provisions of this Deposit Agreement.
The Depositary shall
keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary
Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter
related to this Deposit Agreement or the American Depositary Shares.
The Depositary may
close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its
duties hereunder.
If any American Depositary
Shares are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar
or one or more co-registrars for registry of such American Depositary Shares in accordance with any requirements of such exchange
or exchanges.
The Company shall
have the right, at all reasonable times and at its own expense, to inspect transfer and registration records of the Depositary,
to take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars to supply copies
of such portions of their records as the Company may request.
SECTION
5.2
Prevention or Delay in Performance by the Depositary or the Company.
Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
Holder (i) if by reason of any provision of any present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the articles
of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the
Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond
its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities
it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any
Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders, or (v) for any special,
consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution
pursuant to Section 4.1, 4.2 or 4.3, or an offering or distribution pursuant to Section 4.4, or for any other reason,
such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse.
SECTION
5.3
Obligations of the Depositary, the Custodian and the Company.
The Company assumes
no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company
agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.
The Depositary assumes
no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without
limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to
perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.
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 American Depositary Shares on behalf of any Owner or Holder or any other person.
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 any other person believed by it in good faith to be competent
to give such advice or information.
The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.
The Depositary shall
not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of Deposited Securities or otherwise.
The Depositary shall
not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.
The Depositary shall,
upon request and expense of the Company, furnish a list of Owners to the Company. No disclaimer of liability under the Securities
Act of 1933 is intended by any provision of this Deposit Agreement.
SECTION
5.4
Resignation and Removal of the Depositary.
The Depositary may
at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation
to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.
The Depositary may
at any time be removed by the Company by 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 hereinafter provided.
In case at any time
the Depositary acting hereunder shall resign or be removed, the Company shall use commercially reasonable efforts to appoint a
successor depositary, which shall be a bank or trust company having an office in the City of New York. Every successor depositary
shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request
of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor
and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary
shall promptly mail notice of its appointment to the Owners.
Any corporation into
or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing
of any document or any further act.
SECTION
5.5
The Custodians.
The Custodian shall
be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian
may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days
prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting
hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which
shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or
custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall
deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment,
an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly upon any such change, the Depositary
shall give subsequent notice thereof to the Company.
Upon the appointment
of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair
the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request
of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and
complete power and authority as agent hereunder of such successor depositary.
SECTION
5.6
Notices and Reports.
On or before the first
date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities,
or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the
offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the
form given or to be given to holders of Shares or other Deposited Securities.
The Company will arrange
for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission,
and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications
which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary
will arrange for the mailing, at the Company’s expense, of copies of such notices, reports and communications to all Owners.
The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by
the Depositary from time to time, in order for the Depositary to effect such mailings.
The Company represents
that as of the date of this Deposit Agreement, the statements in Article 11 of the Receipt with respect to the Company’s
obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, are true and correct.
The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of those statements.
SECTION
5.7
Distribution of Additional Shares, Rights, etc.
If the Company or
any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to
subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a
“Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any
event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the
Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether
or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933.
If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under
the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration
statement under the Securities Act of 1933 in effect that will cover that Distribution.
The Company agrees
with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company
will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate,
unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the
Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares
will be eligible for public resale in the United States without further registration under the Securities Act of 1933.
SECTION
5.8
Indemnification.
The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting
such indemnity and the fees and expenses of counsel) which may arise out of or in connection with (a) any registration with the
Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts
performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the American Depositary
Shares, 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.
The indemnities contained
in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release
(as defined in Section 2.9) of a Receipt or Receipts in accordance with Section 2.9 and which would not otherwise have arisen had
such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that the indemnities
provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense
would have arisen had a Receipt or Receipts not be the subject of a Pre-Release, or (ii) which may arise out of any misstatement
or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement
memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary
Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian
(other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for
use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary
to make the information provided not misleading.
The Depositary agrees
to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense
which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents
and affiliates due to their negligence or bad faith.
SECTION
5.9
Charges of Depositary.
The Company agrees
to pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing
entered into between the Depositary and the Company from time to time.
The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as
are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery
of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section
2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant
to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities
pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares
referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition
to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary
services, which will be payable as provided in clause 9, and (9) any other charges payable by the Depositary, any of the Depositary's
agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited
Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section
4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).
The Depositary may
collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees.
The Depositary, subject
to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
SECTION
5.10 Retention
of Depositary Documents.
The Depositary is
authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the
times permitted by the laws or regulations governing the Depositary unless the Company requests that such papers be retained for
a longer period or turned over to the Company or to a successor depositary.
SECTION
5.11 Exclusivity.
The Company agrees
not to appoint any other depositary for issuance of American Depositary Receipts intended to trade in United States securities
markets so long as The Bank of New York Mellon is acting as Depositary hereunder.
ARTICLE 6.
AMENDMENT AND TERMINATION
SECTION
6.1
Amendment.
The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company
and the Depositary without the consent of Owners or Holders 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, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration
of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every
Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary
Shares or any interest therein, 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 to surrender American Depositary Shares and receive therefor the
Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.
SECTION
6.2
Termination.
The Company may at
any time terminate this Deposit Agreement by instructing the Depositary to mail a notice of termination to the Owners of all American
Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise
terminate this Deposit Agreement if at any time 60 days shall have expired after the Depositary delivered to the Company a written
resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section
5.4; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding
at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will,
upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary
Shares referred to in Section 2.5, 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 those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this
Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received
with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the
account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement,
and any applicable taxes or governmental charges).
At any time after
the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under this
Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held
by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary
Shares that 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 this Deposit Agreement,
except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender
of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges. Upon the termination of this
Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary under Sections 5.8 and 5.9.
ARTICLE 7.
MISCELLANEOUS
SECTION
7.1
Counterparts; Signatures
This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute
one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be
open to inspection by any Owner or Holder during business hours.
Any manual signature
on this Deposit Agreement that is faxed, scanned or photocopied, and any electronic signature valid under the Electronic Signatures
in Global and National Commerce Act, 15 U.S.C. § 7001, et. seq., shall for all purposes have the same validity, legal
effect and admissibility in evidence as an original manual signature, and the parties hereby waive any objection to the contrary.
SECTION
7.2
No Third Party Beneficiaries.
This Deposit Agreement
is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.
SECTION
7.3
Severability.
In case any one or
more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby.
SECTION
7.4
Owners and Holders as Parties; Binding Effect.
The Owners and Holders
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance of American Depositary Shares or any interest therein.
SECTION
7.5
Notices.
Any and all notices
to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to Alumina Limited, Level 16, 60 City Road, South Melbourne, Victoria, Attention: The
Company Secretary, or any other place to which the Company may have transferred its principal office with notice to the Depositary.
Any and all notices
to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 101 Barclay Street, New York,
New York 10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have
transferred its Corporate Trust Office with notice to the Company.
Any and all notices
to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for
American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address designated in such request.
Delivery of a notice
sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid,
in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received
by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.
SECTION
7.6
Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver.
The Company hereby
(i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10010, in the State of
New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating
to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits
to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted,
and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit
Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all
action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and
appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement
remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company
hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered
mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so mailed.
EACH PARTY TO THIS
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) 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 COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING
WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
SECTION
7.7
Waiver of Immunities.
To the extent that
the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it,
any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of
any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other
legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and
consents to such relief and enforcement.
SECTION
7.8
Governing Law.
This Deposit Agreement
and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed
by the laws of the State of New York, except with respect to its authorization and execution by the Company, which shall be governed
by the laws of Australia.
IN WITNESS WHEREOF,
ALUMINA LIMITED and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth
above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest
therein.
ALUMINA LIMITED
By:______________________
Name:
Title:
THE BANK OF NEW YORK
MELLON,
as Depositary
By:______________________
Name:
Title:
EXHIBIT A
AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
four (4) deposited Shares)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR FULLY PAID ORDINARY SHARES, NO PAR VALUE
OF
ALUMINA LIMITED
(INCORPORATED UNDER THE LAWS OF VICTORIA,
COMMONWEALTH OF AUSTRALIA)
The Bank of New York
Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that___________ ____________________________________________,
or registered assigns IS THE OWNER OF _____________________________
AMERICAN DEPOSITARY SHARES
representing deposited fully paid
ordinary shares (herein called “Shares”) of Alumina Limited, incorporated under the laws of Victoria, Commonwealth
of Australia (herein called the “Company”). At the date hereof, each American Depositary Share represents four (4)
Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the Australia offices
of the National Australia Bank Limited and the Australia and New Zealand Banking Group Limited (herein collectively called the
“Custodian”). The Depositary's Corporate Trust Office is located at a different address than its principal executive
office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is
located at One Wall Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS
IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286
This American Depositary
Receipt is one of 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 6, 1989, as amended and restated as of December 4, 2002, as further amended and restated as of January 17,
2008, and as further amended and restated as of ________, 2014 (herein called the "Deposit Agreement"), by and among the
Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of
whom by accepting American Depositary Shares 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 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 defined in the Deposit
Agreement and 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 American Depositary Shares, 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 of those American Depositary Shares
is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American
Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account transfer in
the name of the Owner hereof or as ordered by him, with proper endorsement or accompanied by proper instruments or instructions
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. |
Transfers of American
Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon
surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer,
in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS
and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and
funds sufficient to pay any applicable transfer taxes and the 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, evidencing the same aggregate number of American Depositary Shares as the Receipt or
Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for
uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement
confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement)
from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary
Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American
Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary
Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar
may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer
or surrender of American Depositary Shares not evidenced by a 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 the Deposit Agreement, 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.
The delivery of
American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the
transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American
Depositary Shares 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 for any other
reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement
or this Receipt, the surrender of outstanding American Depositary Shares 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 Foreign Registrar,
if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the American Depositary Shares 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 which would be required to be registered
under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares or such Shares
are exempt from registration thereunder.
| 4. | LIABILITY OF OWNER FOR TAXES. |
If any tax or other
governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented
by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by
those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, 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 shall remain liable for any deficiency.
| 5. | WARRANTIES ON DEPOSIT OF SHARES. |
Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor,
if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares
and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the
deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under
the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares.
| 6. | FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. |
Any person presenting
Shares for deposit or any Owner or Holder 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 American Depositary Shares
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 Commonwealth of Australia that is then performing the function of the regulation
of currency exchange.
The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a
fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or
6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a
fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the
fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of
the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities
are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9
below, and (9) any other charges payable by the Depositary, any of
the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of
Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary
in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing
such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
The Depositary may
collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees.
The Depositary,
subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
From time to time,
the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Holders, or waive
fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance
of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers,
dealers or other service providers that are affiliates of the Depositary and that may earn or share fees and commissions.
| 8. | PRE-RELEASE OF RECEIPTS. |
The Depositary may
issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive
Shares from the Company (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject
to the restrictions of the following paragraph.
Unless requested
in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, 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. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts
are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or Receipts to be
remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may
be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect
to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without
the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines,
in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five
(5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate.
The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves
the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent
of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect
to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary
deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement,
the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's
obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver
Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited
Securities hereunder).
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
It is a condition
of this Receipt and every successive Owner and Holder of this Receipt by accepting or holding the same consents and agrees that
when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities
under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered
securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends
or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American
Depositary Shares unless that Holder is the Owner of those American Depositary Shares.
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 (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed
by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized
signatory of the Depositary or a Registrar.
| 11. | REPORTS; INSPECTION OF TRANSFER BOOKS. |
The Company represents
that as of the date of this Deposit Agreement, the statements in Article 11 of the Receipt with respect to the Company’s
obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, are true and correct.
The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of those statements.
The Depositary will
make available for inspection by Owners at its Corporate Trust Office any reports, notices and other 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, upon written request by the Company, send to Owners 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 to the extent such materials are required to be translated into English pursuant to
any regulations of the Commission.
The Depositary will
keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary
Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners 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 American Depositary Shares.
| 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 and expenses of the Depositary as provided in Article 7
hereof and Section 5.9 of the Deposit Agreement) to the Owners 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 or other governmental charges, the amount distributed to the
Owners of the 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 Section 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 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 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 in compliance
with applicable securities laws, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the
Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) will be distributed by the Depositary
to the Owners of Receipts entitled thereto all in the manner and subject to the conditions described in Section 4.1 of the Deposit
Agreement. The Depositary may withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not
received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act
of 1933 or is not otherwise in compliance with other applicable securities laws. The Depositary may sell, by public or private
sale, in compliance with applicable securities laws, an amount of securities or other property it would otherwise distribute under
this Article that is sufficient to pay its fees and expenses in respect of that distribution.
If any distribution
consists of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate
number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject
to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance
of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of
the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9
of the Deposit Agreement (and the Depositary may sell, by public or private sale in compliance with applicable securities laws,
an amount of Shares received sufficient to pay its fees and expenses in respect of that distribution. In lieu of delivering 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 described in Section 4.1of the Deposit
Agreement. If additional American Depositary Shares are not so delivered, 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.
In the event that
the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, subject to compliance with applicable securities laws, the Depositary shall, after consultation
with the Company to the extent practicable, have discretion as to the procedure to be followed in making such rights available
to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if
by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners
or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse.
If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make
such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines
the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants
or other instruments therefor in such form as it deems appropriate.
In circumstances
in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order
to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will
make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected
in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable law.
If the Depositary
has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant
to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to
the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise
of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company
shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section
2.3 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the second
paragraph of this Article 13, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements
which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer
under applicable United States laws.
If the Depositary
determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may
sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales
(net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account
of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without
regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary
Shares or otherwise.
The Depositary will
not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 or are registered under the provisions of such Act; provided, that nothing in the Deposit Agreement
shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying
securities or to endeavor to have such a registration statement declared effective. If an Owner requests the distribution of warrants
or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary
shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company
upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.
The Depositary shall
not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.
| 14. | CONVERSION OF FOREIGN CURRENCY. |
Whenever the Depositary
or the Custodian 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 American Depositary Shares 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 or the Custodian 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.
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 the Depositary shall receive notice of any meeting of holders
of Shares or other 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 find it necessary or convenient, the Depositary
shall fix a record date in consultation with the Company to the extent practicable (a) for the determination of the Owners who
shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to
give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary
pursuant to the Deposit Agreement, 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 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 received by the Depositary
from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled,
subject to any applicable provision of Australian law and of the Articles of Association or similar documents 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 and (c) a statement as to the manner in which such instructions
may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence
of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the
Company. Upon the written request of an Owner of American Depositary Shares 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 those American Depositary Shares in accordance with the
instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to
the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company
has requested the Depositary to send a notice under this paragraph and has provided the Depositary at least 45 days’ prior
notice of any such meeting and the details of the matters to be voted upon and (ii) no instructions are received by the Depositary
from any Owner with respect to Deposited Securities represented by American Depositary Shares of that Owner on or before the date
established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give
a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall
give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities; provided, that no
such instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees
to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy
given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.
There can be no
assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently
prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the
provisions set forth in the preceding paragraph.
In order to give
Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities,
if the Company will request the Depositary to act under Section 4.7 of the Deposit Agreement, the Company shall give the Depositary
notice of any such meeting and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.
| 17. | CHANGES AFFECTING DEPOSITED SECURITIES. |
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,
or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall
be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu 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,
in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional
Receipts are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional American Depositary
Shares as in the case of a dividend in 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 nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
Holder, (i) if by reason of any provision of any present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority, or by reason of any provision, present or future, of the articles of association
or any similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or
any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control,
the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account
of doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall
be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing
which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of,
or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or Holder to
benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but
is not, under the terms of the Deposit Agreement, made available to Owners or Holders, or (v) for any special, consequential or
punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.1,
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, 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 American Depositary Shares, on behalf of any Owner or Holder or other person. 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, or any other person believed by it in good faith to
be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly
after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability
arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall
not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure
to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect
of any such vote, provided that any such action or nonaction is in good faith.
The Depositary shall,
upon request and expense of the Company, furnish a list of Owners to the Company. 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 under the Deposit Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment
as provided in the Deposit Agreement or (ii) termination by the Depositary pursuant to Section 6.2 of the Deposit Agreement. The
Depositary may at any time be removed by the Company by 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. The Depositary in its discretion may appoint a substitute
or additional custodian or custodians.
The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of Owners or Holders 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, registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice
any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until
the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary
Shares. Every Owner and Holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed,
by continuing to hold such American Depositary Shares or any interest therein, 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 to surrender American
Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions
of applicable law.
| 21. | TERMINATION OF DEPOSIT AGREEMENT. |
The Company may
terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary
Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate
the Deposit Agreement, if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement;
in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding
at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will,
upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary
Shares referred to in Section 2.5, 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 those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, 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 and other property 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, upon surrender of American Depositary Shares
(after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the
account of the Owner of such American Depositary Shares 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 four months 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 American Depositary Shares that 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 American Depositary Shares, any expenses for the account of the Owner
of such American Depositary Shares 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. | DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. |
(a) Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct
the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary
Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.
(b) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner
in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the
Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections
5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the
Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.
| 23. | SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES. |
In the Deposit Agreement,
the Company has (i) appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10010, in the State of New York, as
the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares
or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction
of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed
that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding.
EACH PARTY TO THE
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY 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 COMPANY AND/OR
THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY
SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF,
INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY).
To the extent that
the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted
by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.
| 24. | DISCLOSURE OF INTERESTS. |
Notwithstanding
any other provision of the Deposit Agreement, each Owner agrees to comply with notices served on it or him by the Company pursuant
to Sections 671 A and B and 672 A and B of the Corporations Act of 2001 (Australia), as amended from time to time, or otherwise
to provide information required by such notices (which is effectively information as to the capacity in which such Owner owns Receipts
and regarding the identity of any other person interested in such Receipts and the nature of such interest. The Depositary agrees
to use its reasonable efforts to forward, upon the written request of the Company and at the expense of the Company, any such written
request from the Company to the Owners and to forward, as promptly as practicable, to the Company any such responses to such requests
received by the Depositary. For the purposes of Section 3.4 of the Deposit Agreement only, Owners agree that they will be deemed
to be holders of Shares rather than Receipts, and that Sections 671 A and B and 672 A and B of the Corporations Act of 2001 (Australia),
shall be applicable to them as if they were holders of such Shares. If the Company requests information from the Depositary, the
Custodian or the nominee of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such
nominee, as the case may be, shall be limited to disclosing to the Company the information contained in the register.
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