ROLLS-ROYCE GROUP plc AND THE BANK OF NEW YORK MELLONDeposit Agreement • December 15th, 2009 • Bank of New York / Adr Division • American depositary receipts • New York
DEPOSIT AGREEMENT dated as of May 15, 1990, as amended and restated as of ___________, 2009 (herein called the Effective Date) among ROLLS-ROYCE GROUP plc, incorporated under the laws of England and Wales (herein called the Issuer), 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 Depositary Receipts issued hereunder evidencing American Depositary Shares (defined below) representing deposited Shares (defined below).
Exhibit A to Deposit AgreementBank of New York / Adr Division • December 15th, 2009 • American depositary receipts
representing deposited ordinary shares (herein called "Shares") of Rolls-Royce Group plc, incorporated under the laws of England (herein called the "Company"). At the date hereof, each American Depositary Share represents five (5) Shares deposited under the deposit agreement at the London, England office of The Bank of New York Mellon (herein 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.
