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<SEC-DOCUMENT>0001282695-04-000042.txt : 20041001
<SEC-HEADER>0001282695-04-000042.hdr.sgml : 20041001
<ACCEPTANCE-DATETIME>20041001095725
ACCESSION NUMBER:		0001282695-04-000042
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20041001
DATE AS OF CHANGE:		20041001

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK
		CENTRAL INDEX KEY:			0001001807
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				999999999
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-97584
		FILM NUMBER:		041056767
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>e55638_424b3.txt
<DESCRIPTION>BANK OF NEW YORK - AMERICAN DEPOSITARY RECEIPT
<TEXT>
                                                                  RULE 424(B)(3)
                                                              FILE NO.: 33-97584
                                    EXHIBIT A

                                              AMERICAN DEPOSITARY SHARES
                                             (Each American Depositary Share
                                             represents twenty deposited Shares)


"EFFECTIVE  OCTOBER  1, 2004 THE NEW PAR VALUE OF EACH  SERIES B SHARE WILL BE
250 RUPIAH  AND EACH  AMERICAN  DEPOSITARY  SHARE  WILL  REPRESENT  FORTY (40)
SERIES B SHARES."

                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                              FOR SERIES B SHARES,
                       PAR VALUE 500 RUPIAH PER SHARE, OF
                         PERUSAHAAN PERSEROAN (PERSERO)
                          P.T. TELEKOMUNIKASI INDONESIA


      (INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF INDONESIA)

     The Bank of New York, as depositary (hereinafter called the "Depositary"),
hereby certifies that ___________________________________________, or registered
assigns IS THE OWNER OF_______________________________________________________

                           AMERICAN DEPOSITARY SHARES

representing deposited Series B Shares (herein called "Shares") of Perusahaan
Perseroan (Persero) P.T. Telekomunikasi Indonesia, incorporated under the laws
of the Republic of Indonesia (herein called the "Company"). At the date hereof,
each American Depositary Share represents twenty Shares deposited or subject to
deposit under the Deposit Agreement (as such term is hereinafter defined) at the
main Jakarta, Indonesia office of Bank Dagang Negara (herein called the
"Custodian"). The Depositary's Corporate Trust Office is located at a different
address than its principal executive office. Its Corporate Trust Office is
located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive
office is located at 48 Wall Street, New York, N.Y. 10286.

              THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                   101 BARCLAY STREET, NEW YORK, N.Y. 10286


<PAGE>

1. THE DEPOSIT AGREEMENT.

      This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of November 21, 1995 (herein called the
"Deposit Agreement"), by and among the Company, the Depositary, and all Owners
and Beneficial Owners from time to time of Receipts issued thereunder, each of
whom by accepting a Receipt agrees to become a party thereto and become bound by
all the terms and conditions thereof. The Deposit Agreement sets forth the
rights of Owners and Beneficial Owners of the Receipts and the rights and duties
of the Depositary in respect of the Shares deposited thereunder and any and all
other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash are
herein called "Deposited Securities"). Copies of the Deposit Agreement are on
file at the Depositary's Corporate Trust Office in New York City and at the
office of the Custodian.

      The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is
hereby made. Capitalized terms defined in the Deposit Agreement and not defined
herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

      Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt for the purpose of withdrawal of the Deposited Securities represented by
the American Depositary Shares evidenced by this Receipt, and upon payment of
the fee of the Depositary provided in this Receipt and payment of all taxes and
other governmental charges payable in connection with the surrender and
withdrawal of Deposited Securities, and subject to the terms and conditions of
the Deposit Agreement, the Articles of Association of the Company and the
Deposited Securities, the Owner hereof is entitled to delivery, to him or upon
his order, of the Deposited Securities at the time represented by the American
Depositary Shares for which this Receipt is issued. Delivery of such Deposited
Securities may be made by the delivery of (a) certificates in the name of the
Owner hereof or as ordered by him or certificates properly endorsed or
accompanied by proper instruments of transfer and (b) any other securities,
property and cash to which such Owner is then entitled in respect of this
Receipt. Such delivery will be made at the option of the Owner hereof, either at
the office of the Custodian or at the Corporate Trust Office of the Depositary,
provided that the forwarding of certificates for Shares or other Deposited
Securities for such delivery at the Corporate Trust Office of the Depositary
shall be at the risk and expense of the Owner hereof. Neither the Depositary nor
the Custodian shall deliver Shares (other than to the Company or its agent as
contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit
Shares to be withdrawn from the facility created by the Deposit Agreement,
except upon the receipt and cancellation of Receipts.


                                      -2-
<PAGE>


3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

      The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office, without unreasonable delay, by the Owner hereof
in person or by a duly authorized attorney, upon surrender of this Receipt
properly endorsed for transfer or accompanied by proper instruments of transfer
and funds sufficient to pay any applicable transfer taxes and the expenses of
the Depositary and upon compliance with such regulations, if any, as the
Depositary may establish for such purpose. This Receipt may be split into other
such Receipts, or may be combined with other such receipts into one Receipt,
evidencing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, or surrender of any
Receipt or withdrawal of any Deposited Securities, the Depositary, the
Custodian, the Company, or the Registrar may require payment from the depositor
of the Shares or the presentor of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to Shares being deposited or withdrawn) and payment of any
applicable fees as provided in this Receipt, may require the production of proof
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with any regulations the Depositary or the Company (with
written notice to the Depositary) may establish consistent with the provisions
of the Deposit Agreement or this Receipt, including, without limitation, this
Article 3.

      Upon notice to the Company (if other than in the ordinary course of
business), the delivery of Receipts against deposit of Shares generally or
against deposit of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any requirement of law or of any government or governmental
body or commission, or under any provision of the Deposit Agreement or this
Receipt, or for any other reason, subject to the provisions of the following
sentence. Notwithstanding anything to the contrary in the Deposit Agreement or
this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under the Deposit Agreement any Shares required to be registered under
the provisions of the Securities Act of 1933, unless a registration statement is
in effect as to such Shares.


                                      -3-
<PAGE>

4. LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES.

      If any tax or other governmental charge shall become payable by the
Depositary or the Custodian with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental charge shall be
payable by the Owner or Beneficial Owner hereof to the Depositary. The
Depositary may refuse to effect any transfer of this Receipt or any withdrawal
of Deposited Securities represented by American Depositary Shares evidenced by
such Receipt until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Beneficial Owner
hereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by this Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner or Beneficial Owner hereof shall remain
liable for any deficiency.

5. WARRANTIES ON DEPOSIT OF SHARES.

      Every person depositing Shares hereunder and under the Deposit Agreement
shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor are validly issued, fully paid, non-assessable, and free of
any preemptive rights of the holders of outstanding Shares and that the person
making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent that such Shares and the Receipts evidencing American
Depositary Shares representing such Shares would not be Restricted Securities.
Such representations and warranties shall survive the deposit of Shares and
issuance of Receipts.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

      Any person presenting Shares for deposit or any Owner or Beneficial Owner
of a Receipt may be required from time to time to file with the Depositary or
the Custodian such proof of citizenship or residence, exchange control approval,
or such information relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such certificates and to make
such representations and warranties, as the Depositary or the Company (with
written notice to the Depositary) may deem necessary or proper. The Depositary
may withhold the delivery or registration of transfer of any Receipt or the
distribution of any dividend or sale or distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed or such
representations and warranties made. No Share shall be accepted for deposit
unless accompanied by evidence satisfactory to the Depositary that any necessary
approval has been granted by any governmental body in Indonesia which is then
performing the function of the regulation of currency exchange.


                                      -4-
<PAGE>


7. CHARGES OF DEPOSITARY.

      The Company agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time. The Depositary shall present its statement for such charges and
expenses to the Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

      The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and
other governmental charges, (2) such registration fees as may from time to time
be in effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit
Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement to be at the expense of persons
depositing Shares or Owners, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.05 of the Deposit
Agreement, (5) except in connection with the Initial Deposit, a fee not in
excess of $5.00 per 100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the
Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the
Deposit Agreement, and (6) a fee for, and deduct such fee from, the distribution
of proceeds of sales of securities or rights pursuant to Sections 4.02 or 4.04,
respectively, of the Deposit Agreement, such fee being in an amount equal to the
fee for the issuance of American Depositary Shares referred to above which would
have been charged as a result of the deposit by Owners of securities (for
purposes of this clause 6 treating all such securities as if they were Shares)
or Shares received in exercise of rights distributed to them pursuant to
Sections 4.02 or 4.04, respectively, but which securities or rights are instead
sold by the Depositary and the net proceeds distributed.

      The Depositary, subject to Article 8 hereof, may own and deal in any class
of securities of the Company and its affiliates and in Receipts.

8. PRE-RELEASE OF RECEIPTS.

      Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement, ("Pre-Release"). The Depositary may, pursuant to
Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre-


                                      -5-
<PAGE>


Released. The Depositary may receive Receipts in lieu of Shares in satisfaction
of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a
written representation from the person to whom Receipts are to be delivered (the
"Pre-Releasee") that such Pre-Releasee, or its customer, (i) owns the Shares or
Receipts to be remitted, as the case may be, and (ii) assigns all beneficial
right, title and interest in such Shares or Receipts, as the case may be, to the
Depositary in its capacity as such and for the benefit of the Owners, (b) at all
times fully collateralized with cash or U.S. government securities, (c)
terminable by the Depositary on not more than five (5) business days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The number of American Depositary Shares which are
outstanding at any time as a result of Pre-Release will not normally exceed
thirty percent (30%) of the Shares deposited under the Deposit Agreement then
outstanding; provided, however, that the Depositary reserves the right to change
or disregard such limit from time to time as it deems appropriate, and may, with
the prior written consent of the Company, change such limit for purposes of
general application. The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be done hereunder with any particular Pre-Releasee
on a case by case basis as the Depositary deems appropriate. The collateral
referred to in clause (b) above shall be held by the Depositary as security for
the performance of the Pre-Releasee's obligations in connection herewith,
including the Pre-Releasee's obligation to deliver Shares or Receipts upon
termination of a Pre-Release transaction (and shall not, for the avoidance of
doubt, constitute Deposited Securities under the Deposit Agreement).

9. TITLE TO RECEIPTS.

      It is a condition of this Receipt and every successive Owner and
Beneficial Owner of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt when properly endorsed or accompanied by
proper instruments of transfer, is transferable by delivery with the same effect
as in the case of a negotiable instrument under the laws of New York; provided,
however, that the Depositary, notwithstanding any notice to the contrary, may
treat the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for the purpose of determining the
person entitled to distribution of dividends or other distributions or to any
notice provided for in the Deposit Agreement or for all other purposes.

10. VALIDITY OF RECEIPT.

      This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual signature of a duly
authorized signatory of the Depositary; provided, however, that such signature
may be a facsimile if a Registrar for the Receipts shall have been appointed and
this Receipt is countersigned by the manual signature of a duly authorized
officer of the Registrar.


                                      -6-
<PAGE>


11. REPORTS; INSPECTION OF TRANSFER BOOKS.

      The Company is subject to the periodic reporting requirements of the
Securities and Exchange Act of 1934 and, accordingly, files certain reports with
the Commission. Such reports and communications will be available for inspection
and copying by Owners and Beneficial Owners at the public reference facilities
maintained by the Commission located, as of the date of the Deposit Agreement,
at 450 Fifth Street, N.W., Washington, D.C. 20549.

      The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by
the Depositary, the Custodian or the nominee of either of them as the holder of
the Deposited Securities and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary will also send to Owners of
Receipts copies of such reports when furnished by the Company pursuant to the
Deposit Agreement. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary, the Custodian or the nominee
of either of them by the Company shall be furnished in English to the extent
such materials are required to be translated into English pursuant to any
regulations of the Commission.

      The furnishing of copies of such notices, reports and communications by
the Company to the Depositary, for transmittal to the Owners shall not
constitute recognition by the Company that any such persons have rights as legal
owners of Shares, or that notification to such person is necessary prior to the
Company taking any corporate action or any shareholder vote.

      The Depositary will keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Owners of Receipts provided that such
inspection shall not be for the purpose of communicating with Owners of Receipts
in the interest of a business or object other than the business of the Company
or a matter related to the Deposit Agreement or the Receipts.

12. DIVIDENDS AND DISTRIBUTIONS.

      Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into Dollars transferable
to the United States, and subject to the Deposit Agreement, convert such
dividend or distribution into Dollars and will distribute, as promptly as
practicable, the amount thus received (net of the expenses of the Depositary as
provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) to the
Owners of Receipts entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively; provided, however, that in the event that the Company or the
Depositary is required to withhold and does withhold from any cash dividend or
other cash distribution

                                      -7-
<PAGE>


in respect of any Deposited Securities an amount on account of taxes or other
governmental charges, the amount distributed to the Owners of the Receipts
evidencing American Depositary Shares representing such Deposited Securities
shall be reduced accordingly.

      Subject to the provisions of Section 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary shall cause the securities or property received by it to be
distributed to the Owners entitled thereto, in any manner that the Depositary
may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners of Receipts entitled thereto, or
if for any other reason the Depositary deems such distribution not to be
feasible, the Depositary may adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus
received, or any part thereof, and the net proceeds of any such sale (net of the
fees of the Depositary as provided in Article 7 hereof and Section 5.09 of the
Deposit Agreement) will be distributed by the Depositary to the Owners of
Receipts entitled thereto as in the case of a distribution received in cash.

      If any distribution consists of a dividend in, or free distribution of,
Shares, the Depositary may distribute to the Owners of outstanding Receipts
entitled thereto, additional Receipts evidencing an aggregate number of American
Depositary Shares representing the amount of Shares received as such dividend or
free distribution subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of Shares and the issuance of American Depositary
Shares evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 of the Deposit Agreement and the
payment of the fees of the Depositary as provided in Article 7 hereof and
Section 5.09 of the Deposit Agreement. In lieu of delivering Receipts for
fractional American Depositary Shares in any such case, the Depositary will sell
the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, all in the manner and subject to the conditions
described in Section 4.01 of the Deposit Agreement. If additional Receipts are
not so distributed, each American Depositary Share will thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented thereby.

      In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges, and the Depositary will distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts
entitled thereto.


                                      -8-
<PAGE>


      Notwithstanding any other provision of the Deposit Agreement, before
making any distribution or other payment on any Deposited Securities, the
Company shall make such deductions (if any) which, under applicable law, the
Company is required to make in respect of any income, capital gains or other
taxes and the Company may also deduct the amount of any tax or governmental
charges payable by the Company or for which the Company might be made liable in
respect of such distribution or other payment or any document signed in
connection therewith. In making such deductions, the Company shall have no
obligation to any Owner to apply a rate under any treaty or other arrangement
between the Republic of Indonesia and the country within which such Owner is
resident unless such Owner has timely provided to the Company evidence of its
entitlement to the benefit of such treaty or other arrangement that is
satisfactory to the relevant tax authorities of the Republic of Indonesia.

      When requested by the Company prior to the distribution of dividends by
the Company or pursuant to a termination of the Deposit Agreement, the
Depositary shall send to all Owners entitled to receive such dividend or subject
to such sale of Shares, as the case may be, a notice in a form which the Company
shall provide requesting evidence of each such Owner's country of tax residence.
The Depositary shall have no obligation or liability to any person if any Owner
fails to provide such evidence or if such evidence does not reach relevant tax
authorities in time for any Owner to obtain the benefit of any tax treaty.

13. RIGHTS.

      In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Company, shall have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on
behalf of any Owners and making the net proceeds available to such Owners or, if
by the terms of such rights offering or for any other reason, the Depositary may
not either make such rights available to any Owners or dispose of such rights
and make the net proceeds available to such Owners in Dollars, then the
Depositary shall allow the rights to lapse. If at the time of the offering of
any rights the Depositary determines in its discretion that it is lawful and
feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary after consultation with the Company, may distribute to
any Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems appropriate.

      In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary Shares of such
Owner hereunder, the Depositary will make such rights available to such Owner
upon written notice from the


                                      -9-
<PAGE>


Company to the Depositary that (a) the Company has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has executed
such documents as the Company has determined in its sole discretion are
reasonably required under applicable law.

      If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then upon instruction from such an Owner pursuant to
such warrants or other instruments to the Depositary to exercise such rights,
upon payment by such Owner to the Depositary for the account of such Owner of an
amount equal to the purchase price of the Shares to be received upon the
exercise of the rights, and upon payment of the fees of the Depositary and any
other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and
the Company shall cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner. As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.02 of the
Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement,
execute and deliver Receipts to such Owner. In the case of a distribution
pursuant to the second paragraph of this Article 13, such Receipts shall be
legended in accordance with applicable U.S. laws, and shall be subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under such
laws.

      If the Depositary determines in its discretion that it is not lawful and
feasible to make such rights available to all or certain Owners, it may sell the
rights, warrants or other instruments in proportion to the number of American
Depositary Shares held by the Owners to whom it has determined it may not
lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees of the Depositary as provided in Section 5.09 of
the Deposit Agreement and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of the
Deposit Agreement) for the account of such Owners otherwise entitled to such
rights, warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise and distribute
the net proceeds, to the extent practicable, as in the case of a distribution in
cash.

      The Depositary will not offer rights to Owners having an address in the
U.S. unless both the rights and the securities to which such rights relate are
either exempt from registration under the Securities Act of 1933 with respect to
a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in this Deposit Agreement shall create any obligation on
the part of the Company to file a registration statement with respect to such
rights or underlying securities or to endeavor to have such a registration
statement declared effective, secure an exemption for such rights or any
securities under the Securities Act of 1933, or furnish the opinion referenced
in the following sentence. If an Owner of Receipts requests the distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the


                                      -10-
<PAGE>


Depositary shall not effect such distribution unless it has received an opinion
from counsel in the United States for the Company, reasonably acceptable to the
Depositary, upon which the Depositary may rely that such distribution to such
Owner is exempt from such registration.

      Subject to Section 5.03 of the Deposit Agreement, the Depositary shall not
be responsible for any failure to determine that it may be lawful or feasible to
make such rights available to Owners in general or any Owner in particular.

14. CONVERSION OF FOREIGN CURRENCY.

      Whenever the Depositary or the Custodian shall receive foreign currency,
by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, as
promptly as practicable, by sale or in any other manner that it may determine,
such foreign currency into Dollars, and such Dollars shall be distributed, as
promptly as practicable, to the Owners entitled thereto or, if the Depositary
shall have distributed any warrants or other instruments which entitle the
holders thereof to such Dollars, then to the holders of such warrants and/or
instruments upon surrender thereof for cancellation. Such distribution may be
made upon an averaged or other practicable basis without regard to any
distinctions among Owners on account of exchange restrictions, the date of
delivery of any Receipt or otherwise and shall be net of reasonable and
customary expenses of conversion into Dollars incurred by the Depositary as
provided in Section 5.09 of the Deposit Agreement.

      If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary, after
consultation with the Company, shall file such application for approval or
license, if any, as it may deem desirable.

      If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
of if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

      If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the Depositary
may in its


                                      -11-
<PAGE>

discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of the
foreign currency received by the Depositary to, or hold such balance uninvested
and without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.

15. RECORD DATES.

      Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are represented by each
American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a
record date, which shall be the record date applicable to the Deposited
Securities (or a date as soon thereafter as practicable), (a) for the
determination of the Owners of Receipts who shall be (i) entitled to receive
such dividend, distribution or rights or the net proceeds of the sale thereof or
(ii) entitled to give instructions for the exercise of voting rights at any such
meeting, or (b) on or after which each American Depositary Share will represent
the changed number of Shares, subject to the provisions of the Deposit
Agreement.

16. VOTING OF DEPOSITED SECURITIES.

      Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in such
notice of meeting, (b) a statement that the Owners of Receipts as of the close
of business on a specified record date will be entitled, subject to any
applicable provision of law, the Articles of Association of the Company and the
Deposited Securities, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given, including an
express indication that instructions may be given (or be deemed given in
accordance with the last sentence of this Article 16 if no instruction is
received) to the Depositary to give a discretionary proxy to a person designated
by the Company. Upon the written request of an Owner of a Receipt on such record
date, received on or before the date established by the Depositary for such
purpose, the Depositary shall endeavor insofar as practicable to vote or cause
to be voted the amount of Shares or other Deposited Securities represented by
such American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request. The Depositary shall not, and shall
ensure that each Custodian or any of its nominees shall not, vote or attempt to
exercise the right to vote that attaches to the Shares or other Deposited
Securities, other than in accordance with such instructions.


                                      -12-
<PAGE>


The Depositary shall not itself exercise any voting discretion over any
Deposited Securities. If no instructions are received by the Depositary from any
Owner with respect to any of the Deposited Securities represented by the
American Depositary Shares evidenced by such Owner's Receipts on or before the
date established by the Depositary for such purpose, the Depositary shall deem
such Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and,
if and to the extent permitted under applicable law or regulations and the
Articles of Association of the Company, the Depositary shall give a
discretionary proxy to a person designated by the Company to vote such Deposited
Securities, provided that no such instruction shall be deemed given and no such
discretionary proxy shall be given with respect to any matter as to which the
Company informs the Depositary (and the Company agrees to provide such
information promptly in writing) that (a) the Company does not wish such proxy
given or (b) such matter materially and adversely affects the rights of holders
of the Shares.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

      In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent, in addition to the existing Deposited Securities,
the right to receive the new Deposited Securities so received in exchange or
conversion, unless additional Receipts are delivered pursuant to the following
sentence. In any such case the Depositary may, and shall, if the Company so
requires, execute and deliver additional Receipts as in the case of a dividend
in Shares, or call for the surrender of outstanding Receipts to be exchanged for
new Receipts specifically describing such new Deposited Securities. If the
Depositary determines that any such adjustment, delivery or exchange is not
lawful or practicable, the Depositary may sell such securities or property at
public or private sale and distribute the net proceeds to the Owners entitled
thereto as in the case of a cash distribution.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

      Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any other governmental or regulatory authority or stock exchange, or by
reason of any provision, present or future, of the Articles of Association of
the Company, or by reason of any provision of any securities issued or
distributed by the Company, or any offering or distribution thereof, or by
reason of any act of God or war or other circumstances beyond its control, the
Depositary or the Company or any of their respective directors, employees,
agents or affiliates shall be prevented, delayed or forbidden from or be subject
to any civil or criminal penalty on account of doing or performing any act or
thing which by the terms of the Deposit Agreement or Deposited Securities it is
provided shall be done or performed; nor shall the Depositary or the Company
incur any liability to any Owner or Beneficial Owner of any Receipt by reason of
any non-performance or delay, caused as aforesaid, in the performance of any act
or thing which by the terms of the Deposit Agreement it is provided shall or may
be done or performed, or by reason


                                      -13-
<PAGE>


of any exercise of, or failure to exercise, any discretion provided for in the
Deposit Agreement. Where, by the terms of a distribution pursuant to Sections
4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such
distribution or offering may not be made available to Owners of Receipts, and
the Depositary may not dispose of such distribution or offering on behalf of
such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse. Neither the Company nor the Depositary assumes
any obligation or shall be subject to any liability under the Deposit Agreement
to Owners or Beneficial Owners of Receipts, except that they agree to perform
their obligations specifically set forth in the Deposit Agreement without
negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the
Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit, or other proceeding in respect of any Deposited
Securities or in respect of the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expenses
and liability shall be furnished as often as may be required, and the Custodian
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by it in good faith to be competent to
give such advice or information. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Depositary
shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the Depositary or in
connection with a matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such
potential liability arises, the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary. The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to, the reasonable expenses of counsel)
which may arise out of acts performed or omitted, in accordance with the
provisions of the Deposit Agreement and of the Receipts, as the


                                      -14-
<PAGE>


same may be amended, modified, or supplemented from time to time, (i) by either
the Depositary or a Custodian or their respective directors, employees, agents
and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates. No disclaimer of liability under
the Securities Act of 1933 is intended by any provisions of the Deposit
Agreement. The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense (including but not limited to the reasonable fees and expenses of
counsel) which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
CUSTODIAN.

      The Depositary may at any time resign as Depositary hereunder by written
notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor depositary and its acceptance of
such appointment as provided in the Deposit Agreement. The Depositary may at any
time be removed by the Company by written notice of such removal, effective upon
the appointment of a successor depositary and its acceptance of such appointment
as provided in the Deposit Agreement. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may
appoint a substitute or additional custodian or custodians after consultation
with the Company.

20. AMENDMENT.

      The form of the Receipts and any provisions of the Deposit Agreement may
at any time and from time to time be amended by agreement between the Company
and the Depositary, without the consent of Owners or Beneficial Owners, in any
respect which they may deem necessary or desirable. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees and cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall otherwise prejudice any
substantial existing right of Owners of Receipts, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner of a Receipt at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.


                                      -15-
<PAGE>

21. TERMINATION OF DEPOSIT AGREEMENT.

      The Depositary at any time at the direction of the Company, shall
terminate the Deposit Agreement by mailing notice of such termination to the
Owners of all Receipts then outstanding at least 90 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate the
Deposit Agreement by mailing notice of such termination to the Company and the
Owners of all Receipts then outstanding if at any time 90 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement. On
and after the date of termination, the Owner of a Receipt will, upon (a)
surrender of such Receipt at the Corporate Trust Office of the Depositary, (b)
payment of the fee of the Depositary for the surrender of Receipts referred to
in Section 2.05 of the Deposit Agreement, and (c) payment of any applicable
taxes or governmental charges, be entitled to delivery, to him or upon his
order, of the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter shall
discontinue the registration of transfers of Receipts, shall suspend the
distribution of dividends to the Owners thereof, and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in the Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges) and except for its obligations
to the Company under Section 5.08 of the Deposit Agreement. Upon the termination
of the Deposit Agreement, the Company shall be discharged from all obligations
under the Deposit Agreement except for its obligations to the Depositary under
Sections 5.08 and 5.09 of the Deposit Agreement.


                                      -16-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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