Common use of Ownership Restrictions Clause in Contracts

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents of the Company or applicable English law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Articles of Incorporation of the Company or applicable English United Kingdom law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts this ADR and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Great Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an this ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, this ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) Companies Act with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provide, inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed required by the Company in accordance with Companies Act. After the DTRs. The notification relevant threshold is exceeded, similar notifications must be effected as soon as possiblemade in whole respect of whole percentage figure increases or decreases, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard rounded down to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) abovenearest whole number.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Articles of Incorporation of the Company or applicable English United Kingdom law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts this ADR and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Great Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an this ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, this ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) Companies Act with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provide, inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed required by the Company in accordance with Companies Act. After the DTRs. The notification relevant threshold is exceeded, similar notifications must be effected as soon as possiblemade in whole respect of whole percentage figure increases or decreases, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard rounded down to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) abovenearest whole number.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents of the Company or applicable English law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days Days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Bye-laws of the Company or applicable English Bermuda law as if they held the number of Shares their ADSs American Depositary Shares represent. The Company shall inform the HoldersOwners, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision The Company may restrict transfers of the Deposit Agreement Shares where such transfer might result in ownership of Shares exceeding the limits applicable to the Shares under applicable law or the Company's Memorandum of Association or Bye-laws. The Company may, in its sole discretion, but subject to applicable law, instruct the Receipts and without limiting Depositary to take action with respect to the foregoing, by accepting ownership interest of any Holder or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given Beneficial Owner pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and Company's Bye-laws, including any statutory modification or re-enactment thereofbut not limited to, the “Companies Act”) removal or limitation of voting rights or the constitutional documents mandatory sale or disposition on behalf of the Company. By accepting a Holder or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in respect excess of which such limitations, if and to the non-complying person extent such disposition is or was, or appears to be or has been, interested as provided in the Companies Act permitted by applicable law and the constitutional documents Company's Memorandum of the Company which currently include, the withdrawal of the voting rights of Association and Bye-laws; provided that any such Shares measures are practicable and the imposition of restrictions on the rights to receive dividends on and to transfer such Sharescan be undertaken without undue burden or expense. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company The Depositary shall have no liability for any actions taken in accordance with such instructions. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the DTRsundersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name:________________________________ By: Title: NOTICE: The notification signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.forwarded with this Receipt. SIGNATURE GUARANTEED ____________________ A-19 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS.........................................................1

Ownership Restrictions. Holders and Beneficial Owners shall comply with Notwithstanding any limitations on other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares under exceeding limits imposed by applicable law or the constitutional documents Articles of Association of the Company. The Company or applicable English law may also restrict, in such manner as if they held it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares their represented by the ADSs representowned by a single Holder or Beneficial Owner to exceed any such limits. The Company shall inform may, in its sole discretion but subject to applicable law, instruct the HoldersDepositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owners Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary of any such or the Company to ensure compliance with the ownership restrictions described in place from time to timethis Section 3.5. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Great Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure Financial Conduct Authority’s Disclosure, Guidance and Transparency Rules (as amended from time to time, the “DTRs”) and with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provide, inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the DTRs. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the percentage of its voting rights he holds Deposited Securities so as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if permit the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up Company to 100% deal directly with the Holder thereof as a result of an acquisition or disposal holder of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below and Holders agree to comply with such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by instructions. The Depositary agrees to cooperate with the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns its efforts to inform Holders of the acquisition Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or disposal or expense on the part of the possibility of exercising voting rightsDepositary, or on which, having regard to the circumstances, should have learned of it, regardless of Company on the date on manner or manners in which the acquisition, disposal or possibility of exercising voting it may enforce such rights takes effect, or (b) is informed of the event mentioned in (ii) abovewith respect to any Holder.

Ownership Restrictions. Holders and Beneficial Owners shall comply with Notwithstanding any limitations on other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares under exceeding limits imposed by applicable law or the constitutional documents Articles of Association of the Company. The Company or applicable English law may also restrict, in such manner as if they held it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares their represented by the ADSs representowned by a single Holder or Beneficial Owner to exceed any such limits. The Company shall inform may, in its sole discretion but subject to applicable law, instruct the HoldersDepositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owners Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary of any such or the Company to ensure compliance with the ownership restrictions described herein or in place from time to timeSection 3.5 of the Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or of the Receipts this ADRs and without limiting the foregoing, by accepting or holding an ADRbeing a Holder of this ADR (and of the ADSs evidenced hereby), each the Holder agrees to provide such information as the Company may reasonably request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company). By accepting or holding an this ADR, each the Holder acknowledges that it understands and agrees that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder agrees thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the provisions Company in its efforts to inform Holders of the United Kingdom Disclosure Company’s exercise of its rights under this paragraph and Transparency Rules (as amended from time agrees to timeconsult with, and provide reasonable assistance without risk, liability or expense on the “DTRs”) with regard to part of the notification Depositary, to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company manner or manners in accordance which it may enforce such rights with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard respect to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) aboveany Holder.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents articles of association of the Company or Company, applicable English law or rules of any regulatory authority as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding an ADRbeing a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereofthereof and regulations issued thereunder, the “"Companies Act”") or the constitutional documents articles of association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents articles of association of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by By accepting or holding an ADR, ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) Companies Act with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provide, inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed required by the Company in accordance with Companies Act. After the DTRs. The notification relevant threshold is exceeded, similar notifications must be effected as soon as possiblemade in whole respect of whole percentage figure increases or decreases, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard rounded down to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) abovenearest whole number.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional constituent documents of the Company or applicable English Malaysian law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to under the constituent documents of the Company, applicable Malaysian law or the listing rules of Bursa Malaysia Securities Bhd by reason of the number of Shares Deposited under this Deposit Agreement and/or the number American Depositary Shares held, as such ownership restrictions may be in place force from time to time. Notwithstanding any other provision of the Deposit Agreement The Company advises Holders and Beneficial Owners, and by holding a Receipt or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, interest in American Depositary Shares each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given and Beneficial Owner agrees, that pursuant to the United Kingdom Companies Act 2006 Xxx 0000 of Malaysia and the Securities Industry (as amended from time to time and including any statutory modification Reporting of Substantial Shareholding) Regulations 1998 of Malaysia a Holder or re-enactment thereof, Beneficial Owner (i) who is or becomes interested (within the “Companies Act”) or the constitutional documents meaning of the Company. By accepting Companies Xxx 0000 of Malaysia or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result any reenactment or amendment thereof (the "Act")) in the imposition of sanctions against the holder 5% or more of the outstanding Shares in respect of which the non-complying person or (ii) who is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents becomes a substantial shareholder of the Company which currently include, within the withdrawal meaning of the voting rights Act (a "Substantial Shareholder") or (iii) who is aware that another person for whom it holds American Depositary Shares is so interested or (iv) who is aware that another person for whom it holds American Depositary Shares is a Substantial Shareholder, shall within seven days or such other time specified in the Act, after becoming (a) interested in 5% or more of the outstanding Shares or (b) a Substantial Shareholder or (c) aware that it holds American Depositary Shares for a person so interested or (d) aware that another person for whom it holds American Depositary Shares is a Substantial Shareholder, and thereafter upon any changes in such Shares interests, including ceasing to be a Substantial Shareholder, notify the Company and the imposition Securities Commission as required by the Act. Each Holder and Beneficial Owner further agrees to make such disclosure of restrictions interests in Shares of the Company as may be required to be made by such Holder or Beneficial Owner, as the case may be, under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 2010 and any successor thereto) whether or not the same may be enforceable against such Holder or Beneficial Owner. The Company reserves the rights to receive require Holders and/or Beneficial Owners to cancel American Depositary Shares so as to enable the Company to enforce its rights against such Holders and/or Beneficial Owner and by holding an American Depositary Share or interest therein, Holders and Beneficial Owners agree to abide by any such Company demand. The Depositary agrees to forward any such demand of the Company to Holders. Holders and Beneficial Owners are advised that sanctions may include limitations on the transfer of Shares and limitations on the payment of dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Each Holder and Beneficial Owner agrees to comply with any applicable limitation on holding Shares under the provisions articles of association of the United Kingdom Disclosure and Transparency Rules Company (as may be amended or supplemented by the Company from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above).

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional constituent documents of the Company or applicable English United Kingdom law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of American Depositary Shares held under the constituent documents of the Company, or applicable United Kingdom law, as such ownership restrictions may be in place force from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts and without limiting the foregoing, by By accepting or holding an ADR, ADR each Holder and Beneficial Owner agrees to provide such information as comply with the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to provisions of the United Kingdom Companies Act 2006 Disclosure and Transparency Rules (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments), which currently provide, inter alia, that a Holder person must notify the Company of the percentage of its voting rights he which such person holds as a shareholder or holds or is deemed to hold through his such person's direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of those such voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The Such notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with Notwithstanding any limitations on other provision contained in the Deposit Agreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares under exceeding limits imposed by applicable law or the constitutional documents Articles of Association of the Company. The Company or applicable English law may also restrict, in such manner as if they held it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares their represented by the ADSs representowned by a single Holder or Beneficial Owner to exceed any such limits. The Company shall inform may, in its sole discretion but subject to applicable law, instruct the HoldersDepositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owners Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary of any such or the Company to ensure compliance with the ownership restrictions described in place from time to timethis Section 3.5. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may reasonably request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company). By accepting or holding an ADR, each Holder acknowledges that it understands and agrees that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder agrees thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the provisions Company in its efforts to inform Holders of the United Kingdom Disclosure Company’s exercise of its rights under this paragraph and Transparency Rules (as amended from time agrees to timeconsult with, and provide reasonable assistance without risk, liability or expense on the “DTRs”) with regard to part of the notification Depositary, to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company manner or manners in accordance which it may enforce such rights with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard respect to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) aboveany Holder.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents of the Company or applicable English law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “"DTRs”") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional constituent documents of the Company or applicable English Malaysian law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement The Company advises Holders and Beneficial Owners, and by holding a Receipt or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, interest in American Depositary Shares each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given and Beneficial Owner agrees, that pursuant to the United Kingdom Companies Act 2006 Xxx 0000 of Malaysia and the Securities Industry (as amended from time to time and including any statutory modification Reporting of Substantial Shareholding) Regulations 1998 of Malaysia a Holder or re-enactment thereof, Beneficial Owner (i) who is or becomes interested (within the “Companies Act”) or the constitutional documents meaning of the Company. By accepting Companies Xxx 0000 of Malaysia or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result any reenactment or amendment thereof (the "Act")) in the imposition of sanctions against the holder 5% or more of the outstanding Shares in respect of which the non-complying person or (ii) who is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents becomes a substantial shareholder of the Company which currently include, within the withdrawal meaning of the voting rights Act (a "Substantial Shareholder") or (iii) who is aware that another person for whom it holds American Depositary Shares is so interested or (iv) who is aware that another person for whom it holds American Depositary Shares is a Substantial Shareholder, shall within seven days or such other time specified in the Act, after becoming (a) interested in 5% or more of the outstanding Shares or (b) a Substantial Shareholder or (c) aware that it holds American Depositary Shares for a person so interested or (d) aware that another person for whom it holds American Depositary Shares is a Substantial Shareholder, and thereafter upon any changes in such Shares interests, including ceasing to be a Substantial Shareholder, notify the Company and the imposition Securities Commission as required by the Act. Each Holder and Beneficial Owner further agrees to make such disclosure of restrictions interests in Shares of the Company as may be required to be made by such Holder or Beneficial Owner, as the case may be, under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 2010 and any successor thereto) whether or not the same may be enforceable against such Holder or Beneficial Owner. The Company reserves the rights to receive require Holders and/or Beneficial Owners to cancel American Depositary Shares so as to enable the Company to enforce its rights against such Holders and/or Beneficial Owner and by holding an American Depositary Share or interest therein, Holders and Beneficial Owners agree to abide by any such Company demand. The Depositary agrees to forward any such demand of the Company to Holders. Holders and Beneficial Owners are advised that sanctions may include limitations on the transfer of Shares and limitations on the payment of dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Each Holder and Beneficial Owner agrees to comply with any applicable limitation on holding Shares under the provisions articles of association of the United Kingdom Disclosure and Transparency Rules Company (as may be amended or supplemented by the Company from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above).

Ownership Restrictions. Holders Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Bye-laws of the Company or applicable English Bermuda law as if they held the number of Shares their ADSs American Depositary Shares represent. The Company shall inform the HoldersOwners, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision The Company may restrict transfers of the Deposit Agreement Shares where such transfer might result in ownership of Shares exceeding the limits applicable to the Shares under applicable law or the Company's Memorandum of Association or Bye-laws. The Company may, in its sole discretion, but subject to applicable law, instruct the Receipts and without limiting Depositary to take action with respect to the foregoing, by accepting ownership interest of any Holder or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given Beneficial Owner pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and Company's Bye-laws, including any statutory modification or re-enactment thereofbut not limited to, the “Companies Act”) removal or limitation of voting rights or the constitutional documents mandatory sale or disposition on behalf of the Company. By accepting a Holder or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in respect excess of which such limitations, if and to the non-complying person extent such disposition is or was, or appears to be or has been, interested as provided in the Companies Act permitted by applicable law and the constitutional documents Company's Memorandum of the Company which currently include, the withdrawal of the voting rights of Association and Bye-laws; provided that any such Shares measures are practicable and the imposition of restrictions on the rights to receive dividends on and to transfer such Sharescan be undertaken without undue burden or expense. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company The Depositary shall have no liability for any actions taken in accordance with such instructions. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the DTRs. The notification must be effected as soon as possibleundersigned Holder hereby sell(s), but not later than two London Stock Exchange trading days after assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the Holder (a) learns within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the acquisition or disposal or Depositary with full power of substitution in the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.premises. Dated: Name: --------------------------------- By: Title:

Ownership Restrictions. Holders and Beneficial Owners shall comply with Notwithstanding any limitations on other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares under exceeding limits imposed by applicable law or the constitutional documents Articles of Association of the Company. The Company or applicable English law may also restrict, in such manner as if they held it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares their represented by the ADSs representowned by a single Holder or Beneficial Owner to exceed any such limits. The Company shall inform may, in its sole discretion but subject to applicable law, instruct the HoldersDepositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owners Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary of any such or the Company to ensure compliance with the ownership restrictions described in place from time to timethis Section 3.5. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure Financial Conduct Authority’s Disclosure, Guidance and Transparency Rules (as amended from time to time, the “DTRs”) and with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provide, inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the DTRs. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the percentage of its voting rights he holds Deposited Securities so as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if permit the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up Company to 100% deal directly with the Holder thereof as a result of an acquisition or disposal holder of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below and Holders agree to comply with such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by instructions. The Depositary agrees to cooperate with the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns its efforts to inform Holders of the acquisition Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or disposal or expense on the part of the possibility of exercising voting rightsDepositary, or on which, having regard to the circumstances, should have learned of it, regardless of Company on the date on manner or manners in which the acquisition, disposal or possibility of exercising voting it may enforce such rights takes effect, or (b) is informed of the event mentioned in (ii) abovewith respect to any Holder.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Articles of Incorporation of the Company or applicable English United Kingdom law as if they held the number of Shares their ADSs American Depositary Shares represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts this ADR and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Great Britain Companies Act 2006 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an this ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association, which currently include, include the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, this ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) Companies Act with regard to the notification to the Company of interests in Shares and certain financial instrumentsShares, which currently provideprovide (or may be amended), inter alia, that a any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed required by the Company in accordance with Companies Act. After the DTRs. The notification relevant threshold is exceeded, similar notifications must be effected as soon as possiblemade in whole respect of whole percentage figure increases or decreases, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard rounded down to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) abovenearest whole number.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Articles of Incorporation of the Company or applicable English United Kingdom law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding an ADRbeing a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “"DTRs”") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents of the Company or applicable English law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding an ADR, each Holder agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “"DTRs”") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days Days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with Notwithstanding any limitations on other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares under exceeding limits imposed by applicable law or the constitutional documents Articles of Association of the Company. The Company or applicable English law may also restrict, in such manner as if they held it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares their represented by the ADSs representowned by a single Holder or Beneficial Owner to exceed any such limits. The Company shall inform may, in its sole discretion but subject to applicable law, instruct the HoldersDepositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owners Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary of any such or the Company to ensure compliance with the ownership restrictions described herein or in place from time to timeSection 3.5 of the Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or of the Receipts ADRs and without limiting the foregoing, by accepting or holding being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder agrees thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the provisions Company in its efforts to inform Holders of the United Kingdom Disclosure Company’s exercise of its rights under this paragraph and Transparency Rules (as amended from time agrees to timeconsult with, and provide reasonable assistance without risk, liability or expense on the “DTRs”) with regard to part of the notification Depositary, to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company manner or manners in accordance which it may enforce such rights with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard respect to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) aboveany Holder.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents Articles of Association of the Company or applicable English law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. Notwithstanding any other provision of the Deposit Agreement or of the Receipts this Receipt and without limiting the foregoing, by accepting being a Holder or holding an ADRBeneficial Owner, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “"Disclosure Notice”") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “"Companies Act”") or the constitutional documents Articles of Association of the Company. By accepting or holding an ADRthis Receipt, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents Articles of the Company Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, this Receipt each Holder and Beneficial Owner agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “"DTRs”") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder or Beneficial Owner must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder or Beneficial Owner (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constitutional documents The Issuer may restrict transfers of the Company Shares where such transfer might result in a breach of the Issuer's Constitution, the Trust Deed or applicable English law (including the Telstra Act). The Issuer may also restrict (or require that the Depositary restrict), in such manner as if they held it deems appropriate, transfers of the American Depositary Shares where such transfer may result in (including the Telstra Act) a breach of the American Depositary Shares beneficially owned by a single Owner or Beneficial Owner exceeding the limits set forth in the Issuer's Constitution, or under any applicable law, including, without limitation, the provisions of the Telstra Act and the Issuer's Constitution restricting the number of Shares their ADSs representamong other interests, in which any foreign person and its associates (as defined in the Telstra Act) can hold in the Issuer. The Company Issuer may, in its sole discretion, instruct the Depositary to take action with respect to the ownership interest of any Owner with respect to the limitation set forth in the preceding sentence, including but not limited to, a mandatory cancellation of American Depositary Shares registered in the name of such Owner that represent the number of Deposited Securities that have been disposed of or transferred by the Issuer in accordance with the Issuer's Constitution. The Depositary shall inform use its reasonable efforts to effectuate such instructions from the Holders, Beneficial Owners Issuer. The Depositary and the Custodians shall have no liability to any Owner or Beneficial Owner with respect to any actions taken or omitted to be taken by the Depositary or the Custodian in good faith in accordance with any instructions given by the Issuer under the Section 3.05 of any such ownership restrictions in place from time to time. the Deposit Agreement, Notwithstanding any other provision of the Deposit Agreement or Agreement, including Articles 2 and 5 hereof, (a) the Depositary shall not issue any Receipts in connection with any deposit of Shares pursuant to Section 2.02 of the Receipts deposit Agreement where with respect to such deposit of Shares any Disposal Notice would become issuable under the Issuer's Constitution and/or the Telstra Act for purposes of enforcing compliance with the foreign ownership restrictions of the Telstra Act and without limiting (b) in the foregoing, by accepting or holding an ADR, each Holder agrees to provide such information as the Company may request event any Receipt is issued in a disclosure notice breach of clause (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereofa), the “Companies Act”) or the constitutional documents of the Company. By accepting or holding an ADRDepositary shall take, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result and shall bear all costs and suffer all losses in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or wasconnection with, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with notwithstanding the provisions of Section 5.08 of the United Kingdom Disclosure and Transparency Rules (as amended from time to timeDeposit Agreement, the “DTRs”) all action was not issuable with regard respect to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter aliarelevant Shares, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder Issuer may deem necessary or holds or is deemed appropriate to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reachescure such breach, exceeds including itself purchasing and surrendering for cancellation the relevant number of Receipts and disposing of the underlying Shares, or falls below 3%where the relevant Receipts remain registered in the name of the person to whom they were issued in breach of clause (a), 4%re-transferring the relevant Receipts to that person and canceling such Receipts, 5%(and may not, 6%in taking any such action, 7%take any step which, 8%under the Rules, 9%, 10% and each 1% threshold thereafter up would only be permitted if a Disposal Notice was not issuable with respect to 100% as a result of an acquisition or disposal of Shares or certain financial instrumentsthe relevant Shares, or (ii) reachesotherwise to ensure compliance with the requirements of the Issuer's Constitution and/or the Telstra Act for purposes of enforcing compliance with the foreign ownership restrictions of the Telstra Act, exceeds or falls below such applicable thresholds as a result of events changing provided, that the breakdown of voting rights Depositary shall be entitled to rely in complying with the foregoing clause (a), and the Depositary shall not be liable pursuant to the foregoing clause (b), where it has acted in good faith in reliance on the basis of information disclosed provided by the Company in accordance with Issuer (or the DTRs. The notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Holder (a) learns appointed agent of the acquisition or disposal or issuer for transfer and registration of the possibility Shares) as to whether a Disposal Notice is issuable with respect to any deposit of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) aboveShares.