Certain Obligations of Holders of Receipts. Section 3.01Filing Proofs, Certificates and Other Information.Any person presenting Shares for deposit or any Holder of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Bank 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 or as the Bank may require by written request to the Depositary or the Custodian. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities pertaining to such Receipt until such proof or other information is filed or such certificates are executed or such representations and warranties made. Copies of any such proofs of citizenship or residence, exchange control approval, legal or beneficial ownership which the Depositary receives shall be provided by the Depositary to the Bank upon the Bank's written request.Section 3.02Liability of Holder for Taxes.If any tax, duty or other governmental charge shall become payable by the Depositary or the Custodian or its nominee with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax, duty or other governmental charge shall be payable by the Holder of such Receipt to the Depositary. The Depositary may refuse to effect registration of any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any cash dividends or other cash distributions in respect of such Deposited Securities, or may sell for the account of the Holder thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such cash dividends or other cash distributions or the proceeds of any such sale in payment of any such tax, duty or other governmental charge and the Holder of such Receipt shall remain liable for any deficiency.Section 3.03Warranties 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 are validly issued, fully paid, nonassessable and that any preemptive rights of the holders of outstanding Shares were validly waived or exercised and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent (i) that the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933 and (ii) that the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person does not and will not violate the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.Section 3.04Disclosure of Interests.The Bank from time to time may request Holders to provide information as to the capacity in which they own Receipts, the nature and extent of such ownership and certain other matters. Notwithstanding any other provision of this Deposit Agreement, each Holder agrees to comply with requests made by the Depositary or the Bank, which are made pursuant to this Section to disclose, among other things, whether he is the beneficial owner of the American Depositary Shares of which he is the registered holder and, if he is not the beneficial owner of any or all of such American Depositary Shares, to disclose and specify every person in trust for whom or on whose behalf the Holder holds the same. Where any Holder has been required to make such disclosure and has failed to do so within 30 days after being required to do so, the Holders agree that the Bank may prohibit such Holder from attending, or exercising voting power, either personally or by proxy, over the Ordinary Stock underlying the American Depositary Shares held by such Holder in respect of which such request for disclosure was made (the "Default Shares" which expression includes any further American Depositary Shares which are issued in respect of such Default Shares) at any General Court of the Bank or to exercise any other rights conferred by membership in relation to General Courts of the Bank unless and until he has made such disclosure and, if such Default Shares represent at least five percent (5%) (or such other percentage as may be determined under the provisions of Section 70 of the Companies Act 1990) of the Ordinary Stock then in issue, the Bank may retain any dividends (or part thereof) or any moneys otherwise payable on the Ordinary Stock underlying such Default Shares and the Depositary may, and at the request of the Bank shall, not register any transfer of such Default Shares. The Depositary agrees to forward to the Holder any such requests received from the Bank and to use its reasonable best efforts to take any other reasonable and practicable actions specified by the Bank to obtain such information and to effect the limitations described in the previous sentence.There are no restrictions under the Charter and Bye-Laws of the Bank or under Irish law, as currently in effect, which limit the right of non-Irish resident holders of Shares to hold, or freely to vote, Shares.
Certain Obligations of Holders of Receipts