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Title: |
Deposit Agreement |
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Date: |
2007 |
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Size: |
Preview shows 36KB of 105KB total |
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Price: |
$55 |
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ID: |
#2904587 |
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===============================================================
NASPERS LIMITED
and
THE BANK OF NEW YORK
As Depositary
and
OWNERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement
Dated as of November 5, 2002
===============================================================
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS.
SECTION 1.1
AMERICAN DEPOSITARY SHARES.
SECTION 1.2
ARTICLE; SECTION.
SECTION 1.3
BENEFICIAL OWNER.
SECTION 1.4
COMMISSION.
SECTION 1.5
CUSTODIAN.
SECTION 1.6
DELIVERY; DEPOSIT; SURRENDER; TRANSFER; WITHDRAW.
SECTION 1.7
DEPOSIT AGREEMENT.
SECTION 1.8
DEPOSITARY; CORPORATE TRUST OFFICE.
SECTION 1.9
DEPOSITED SECURITIES.
SECTION 1.10
DOLLARS; CENT; RAND.
SECTION 1.11
FOREIGN CURRENCY.
SECTION 1.12
FOREIGN REGISTRAR.
SECTION 1.13
ISSUER.
SECTION 1.14
OWNER.
SECTION 1.15
RECEIPTS.
SECTION 1.16
REGISTRAR.
SECTION 1.17
RESTRICTED SECURITIES.
SECTION 1.18
SECURITIES ACT OF 1933.
SECTION 1.19
SHARES.
ARTICLE 2.
FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.
SECTION 2.1
FORM AND TRANSFERABILITY OF RECEIPTS.
SECTION 2.2
DEPOSIT OF SHARES.
SECTION 2.3
EXECUTION AND DELIVERY OF RECEIPTS.
SECTION 2.4
TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS.
SECTION 2.5
SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
SECTION 2.6
LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.
SECTION 2.7
LOST RECEIPTS, ETC.
SECTION 2.8
CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.
SECTION 2.9
PRE-RELEASE.
SECTION 2.10
MAINTENANCE OF RECORDS.
ARTICLE 3.
CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.
SECTION 3.1
FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.
SECTION 3.2
LIABILITY OF OWNER FOR TAXES.
SECTION 3.3
WARRANTIES ON DEPOSIT OF SHARES.
SECTION 3.4
COMPLIANCE WITH LAW.
SECTION 3.5
DISCLOSURE OF BENEFICIAL OWNERSHIP OF RECEIPTS.
ARTICLE 4.
THE DEPOSITED SECURITIES.
SECTION 4.1
CASH DISTRIBUTIONS.
SECTION 4.2
DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS.
SECTION 4.3
DISTRIBUTIONS IN SHARES.
SECTION 4.4
RIGHTS.
SECTION 4.5
CONVERSION OF FOREIGN CURRENCY.
SECTION 4.6
FIXING OF RECORD DATE.
SECTION 4.7
VOTING OF DEPOSITED SECURITIES.
SECTION 4.8
CHANGES AFFECTING DEPOSITED SECURITIES.
SECTION 4.9
REPORTS.
SECTION 4.10
LISTS OF OWNERS.
SECTION 4.11
WITHHOLDING.
ARTICLE 5.
THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.
SECTION 5.1
MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY.
SECTION 5.2
PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE ISSUER.
SECTION 5.3
OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.
SECTION 5.4
RESIGNATION AND REMOVAL OF THE DEPOSITARY.
SECTION 5.5
THE CUSTODIANS.
SECTION 5.6
NOTICES AND REPORTS.
SECTION 5.7
DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC.
SECTION 5.8
INDEMNIFICATION.
SECTION 5.9
CHARGES OF DEPOSITARY.
SECTION 5.10
RETENTION OF DEPOSITARY DOCUMENTS.
SECTION 5.11
EXCLUSIVITY.
SECTION 5.12
LIST OF RESTRICTED SECURITIES OWNERS.
ARTICLE 6.
AMENDMENT AND TERMINATION.
SECTION 6.1
AMENDMENT.
SECTION 6.2
TERMINATION.
ARTICLE 7.
MISCELLANEOUS.
SECTION 7.1
COUNTERPARTS.
SECTION 7.2
NO THIRD PARTY BENEFICIARIES.
SECTION 7.3
SEVERABILITY.
SECTION 7.4
OWNERS AND BENEFICIAL OWNERS AS PARTIES; BINDING EFFECT.
SECTION 7.5
NOTICES.
SECTION 7.6
GOVERNING LAW.
SECTION 7.7
COMPLIANCE WITH U.S. SECURITIES LAWS.
SECTION 7.8
SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.
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