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Filed
pursuant to Rule 424(b)(3) |
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Registration Statement
on Form F-6 |
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Registration No.: 333-133099 |
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No. of ADSs: |
Number |
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Each ADS represents |
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One Share |
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CUSIP: |
THE RIGHT OF HOLDERS OF ADRS TO DIRECT THE VOTING
OF SHARES MAY BE RESTRICTED AS DESCRIBED IN PARAGRAPHS (6) AND (12) BELOW. PURSUANT TO THE COMPANIES ACT OF JAPAN AND TO PANASONIC
CORPORATION'S ARTICLES OF INCORPORATION, THE RELEASE OF THE SHARES OF PANASONIC CORPORATION UNDERLYING THE ADSs REPRESENTED BY THIS
ADR MAY BE LIMITED TO A UNIT OF 100 SUCH SHARES (OR SUCH OTHER NUMBER OF SHARES AS THE ARTICLES OF INCORPORATION MAY FROM TIME TO TIME
DESIGNATE AS A "UNIT OF SHARES") OR INTEGRAL MULTIPLES THEREOF.
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
SHARES OF COMMON STOCK OF
of
PANASONIC HOLDINGS CORPORATION
(Incorporated under the laws of Japan)
JPMORGAN CHASE BANK, N.A., a national banking
association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"), hereby certifies
that _________ is the registered owner (a "Holder") of ___________ American Depositary Shares ("ADSs"), each (subject
to paragraph (13)) representing one share of common stock (including the rights to receive Shares described in paragraph (1), "Shares"
and, together with any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited
Shares, the "Deposited Securities"), of Panasonic Holdings Corporation, a corporation organized under the laws of Japan (the
"Company"), deposited under the Second Amended and Restated Deposit Agreement dated as of April 22, 2013 (as amended from time
to time, the "Deposit Agreement") among the Company, the Depositary and all Holders from time to time of American Depositary
Receipts issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this
ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance with the laws of
the State of New York.
(1) Issuance and Pre-Release of ADSs. This
ADR is one of the ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs for
delivery at the Transfer Office (as hereinafter defined) only against deposit of: (a) Shares in form satisfactory to the Custodian; (b)
rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share ownership or
transactions; or, (c) other rights to receive Shares (until such Shares are actually deposited pursuant to (a) or (b) above, "Pre-released
ADRs") only if (i) Pre-released ADRs are fully collateralized (marked to market daily) with cash or U.S. government securities held
by the Depositary for the benefit of Holders (but such collateral shall not constitute "Deposited Securities"), (ii) each recipient
of Pre-released ADRs agrees in writing with the Depositary that such recipient (a) owns such Shares, (b) assigns all beneficial right,
title and interest therein to the Depositary, (c) holds such Shares for the account of the Depositary and (d) will deliver such Shares
to the Custodian as soon as practicable and promptly upon demand therefor and (iii) all Pre-released ADRs evidence not more than 30% of
all ADSs (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it deems appropriate. The Depositary may retain for its own account any earnings
on collateral for Pre-released ADRs and its charges for issuance thereof. At the request, risk and expense of the person depositing Shares,
the Depositary may accept deposits for forwarding to the Custodian and may deliver ADRs at a place other than its office.
Every person depositing Shares under the Deposit
Agreement represents and warrants that (a) such Shares and the certificates therefor are duly authorized, validly issued and outstanding,
fully paid, nonassessable and legally obtained by such person (b) all pre-emptive and comparable rights, if any, with respect to such
Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do, (d) the Shares presented
for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and that such Shares (A)
are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities")
unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be
freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities
Act of 1933. To the extent the person depositing Shares is an "affiliate" of the Company as such term is defined in Rule 144,
the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares to be
freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares
will not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of
Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. The Depositary may refuse to accept
for such deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the Securities Act of
1933 or the Rules made thereunder
(2) Withdrawal of Deposited Securities.
Subject to paragraphs (4) and (5), upon surrender of (i) a certificated ADR in form satisfactory to the Depositary at the Transfer Office
or (ii) proper instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to delivery at,
or to the extent in dematerialized form from, the Custodian's office of the Deposited Securities at the time represented by the ADSs evidenced
by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at such other
place as may have been requested by the Holder. Upon surrender of an ADR or ADRs by a Holder to the Depositary, as a result of, and to
the extent required by, the operation of applicable provisions of the Companies Act of Japan, the Depositary will effect the delivery
to such Holder of only that portion of Shares (and any other Deposited Securities relating to such Shares) comprising a Unit or an integral
multiple thereof (the "deliverable portion" of such ADR or ADRs). As of the date of the Deposit Agreement, a Unit is comprised
of 100 Shares. For the purpose of the foregoing sentence, the deliverable portion shall be determined on the basis of the aggregate number
of Shares represented by the entire amount of the ADSs evidenced by the ADR or ADRs surrendered by the same Holder at the same time. The
Depositary will promptly advise such Holder as to the number of Shares and Deposited Securities, if any, represented by the non-deliverable
portion of such ADR or ADRs and shall deliver to such Holder a new ADR evidencing such non-deliverable portion. In addition, the Depositary
shall notify such Holder of the additional amount of ADSs which such Holder would be required to surrender in order for the Depositary
to effect delivery of all the Shares and Deposited Securities represented by the ADSs of such Holder. Notwithstanding any other provision
of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General
Instruction I.A.(1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
(3) Transfers of ADRs. The Depositary or
its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register (the "ADR Register")
for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall
include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company for the purpose
of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities
for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited
Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery
to the Depositary of proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments
under the laws of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the
person in whose name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary
nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of an ADR, unless such
holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other
ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the
Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs
in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable
law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or when
reasonably requested by the Company in order to enable the Company to comply with applicable law. At the request of a Holder, the Depositary
shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated
ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number
of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.
(4) Certain Limitations. Prior to the issue,
registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof, or, subject
to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii)
of this paragraph (4), the Company, the Depositary or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer
or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of
Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in paragraph (7) of this
ADR; (b) the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such
other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership
of any securities, compliance with applicable law (including, without limitation, the Foreign Exchange and Foreign Trade Control Law of
Japan),, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may deem
necessary or proper; and (c) compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement. The
issuance of ADRs, the acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or,
subject to the last sentence of paragraph (2), the withdrawal of Deposited Securities may be suspended, generally or in particular instances,
when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary
or when reasonably requested by the Company in order to enable the Company to comply with applicable law, rule or regulation.
(5) Taxes. If any taxes or other governmental
charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect
to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental
charge shall be paid by the Holder hereof to the Depositary and by holding or having held an ADR the Holder and all prior Holders hereof,
jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. The Depositary
may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph
(2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on
or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction
or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency,
and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders,
the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such
authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. The Depositary
will forward or cause its agent to forward to the Company such information from its or their records as the Company may reasonably request
to enable the Company to file necessary reports with governmental authorities or agencies. At the written request of the Company for Japanese
taxation purposes, the Depositary shall provide the Company with copies of all filings made by the Depositary, if any. If the Depositary
determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax
that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such
amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled
thereto. Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and any of their
respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority
with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source
or other tax benefit obtained.
(6) Disclosure of Interests. (a) 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.
Without prejudice to the requirements of applicable
law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of ADSs who becomes, or ceases to
be, directly or indirectly, the Beneficial Owner of more than 5% of all outstanding Shares (whether such interest is held in whole or
only in part through ADRs) shall, within five days (excluding Saturdays, Sundays and legal holidays in Japan) following such event, send
written notice to the Company at its principal office in Japan currently at 1006, Oaza Kadoma, Kadoma City, Osaka 571-8501 Japan, containing
the following information:
(i) the
name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired
or are held; the number of ADSs, total Share and total Share equivalents (as defined below) (including ADSs) beneficially owned, directly
or indirectly, by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses
of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares (including
Share equivalents; in this paragraph (6) the same shall apply hereafter as the context so requires) are held, or in whose name such Shares
are registered in the Company's shareholders' register, and the respective numbers of Shares beneficially held through each such person;
the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares in which such Beneficial Owner
has the right to acquire, directly or indirectly, beneficial ownership and material information as to such right(s) of acquisition; and
(ii) the
names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate
or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares
being acquired, held, voted or disposed of as a result of such association (being the total number held by such group).
Any Beneficial Owner of more than 5% of all outstanding
Shares shall promptly notify the Company as provided above of any material change in the information previously notified, including, without
limitation, a change of 1% or more of the percentage of total Shares to which the beneficial ownership relates.
As used herein, the "Beneficial Owner"
of Shares means a person who, directly or indirectly, through any contract, trust, arrangement, understanding, relationship, or otherwise,
has an interest in any Shares, including any Shares which underlie any ADS issued under the Deposit Agreement (including having the right
to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the
power to dispose or to direct disposition), and includes any Holder of an ADS.
(b) Without
prejudice to the requirements of applicable law and the provisions of the Company's Articles of Incorporation, any Beneficial Owner of
Shares shall, if so requested in writing by the Company, provide such information with respect to the beneficial ownership of Shares (including
not only Shares underlying ADSs, but also any other Shares in which such Beneficial Owner has an interest and including any security convertible
into, exchangeable for or exercisable for Shares) by such Beneficial Owner as is requested by the Company. Such Beneficial Owner shall
provide such information to the Company in writing within the time specified by the Company.
As used herein, "Share equivalent" means
securities convertible into, exchangeable for Shares, bonds with stock acquisition rights and stock acquisition rights to acquire Shares,
and the number of Shares attributable to such Share equivalent shall be the number of Shares into which such securities are convertible
or exchangeable or which are acquired upon exercising the stock acquisition rights, at the conversion, exchange or exercise price or rate
applicable at the time of determination of the relevant beneficial ownership.
In calculating the percentage ownership of the
Beneficial Owner, the number of Shares which are issuable upon conversion or exchange of securities or upon exercise of the stock acquisition
rights beneficially owned by the Beneficial Owner shall be added to both the numerator and the denominator of the fraction of which the
numerator is the total number of Shares beneficially owned by the Beneficial Owner and the denominator of which is the total number of
the outstanding Shares.
(c) If
the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b) above,
at the Company's written request, and so long as the Company has provided the Depositary with Beneficial Owner contact details, the Depositary
shall instruct the Beneficial Owner to surrender its ADSs for cancellation so as to permit the Company to deal directly with such Beneficial
Owner as a shareholder of the Company. Holders and Beneficial Owners agree to comply with such requests.
(7) Charges of Depositary. The Depositary
may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits
of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances
pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to a merger, exchange of securities or
any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for withdrawal
of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof)
issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary may sell (by public or private sale) sufficient
securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge.
The following additional charges shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering
ADSs, to whom ADSs 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 ADSs or the Deposited Securities or a distribution of ADSs pursuant to paragraph (10)), whichever
is applicable (i) a fee of U.S.$0.05 or less per ADS for any Cash distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50
per ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the distribution or sale of securities pursuant to
paragraph (10) hereof, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would
have been charged as a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities as if
they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to Holders
entitled thereto, (iv) an aggregate fee of U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary
in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders
as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the
Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) a
fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including, without
limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations
or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities,
the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection
with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which fees and charges shall be assessed
on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion
of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). The
Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights
and Other Distributions prior to such deposit to pay any such charges. The Company will pay all other charges and expenses of the Depositary
and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between the Company and the Depositary,
except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii)
cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares,
ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration
or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which
are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares
as of the date of the Deposit Agreement), and (iv) in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase
Bank, N.A. shall deduct out of such foreign currency the fees and expenses charged by it and/or its agent (which may be a division, branch
or affiliate) so appointed in connection with such conversion. Such charges may at any time and from time to time be changed by agreement
between the Company and the Depositary.
The Depositary anticipates reimbursing the Company
for certain expenses incurred by the Company that are related to the establishment and maintenance of the ADR program upon such terms
and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a
set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as the
Company and the Depositary may agree from time to time.
The right of the Depositary to receive payment
of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary, upon the
resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness
of such resignation or removal.
(8) Available Information. The Deposit
Agreement, the provisions of or governing Deposited Securities and any written communications from the Company, which are both received
by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary and the Custodian and at the Transfer Office. The Depositary
will distribute copies of such communications (or English translations or summaries thereof) to Holders when furnished by the Company.
The Company publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities
Exchange Act of 1934 on its internet web site (https://holdings.panasonic/global/) or through an electronic information delivery system
generally available to the public in its primary trading market. The Company represents that it is exempt from the requirement to register
a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934 pursuant to the Rule 12g3-2(b) exemption The
Company agrees to promptly notify the Depositary and all Holders in the event of any change in the truth of any such statements. The
Depositary does not assume any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the
Securities Exchange Act of 1934 or to take any action if the Company is not complying with those requirements.
(9) Execution. This ADR shall not be valid
for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary.
Dated:
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JPMORGAN CHASE BANK, N.A., as Depositary |
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By ......................................... |
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Authorized Officer |
The Depositary's office is located at 383 Madison
Avenue, Floor 11, New York, New York 10179.
[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited Securities.
Subject to paragraphs (4) and (5), to the extent practicable, the Depositary will distribute to each Holder entitled thereto on the record
date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number of Deposited Securities
(on which the following distributions on Deposited Securities are received by the Custodian) represented by ADSs evidenced by such Holder's
ADRs: (a) Cash. Any U.S. dollars available to the Depositary resulting from a cash dividend or other cash distribution or the net
proceeds of sales of any other distribution or portion thereof authorized in this paragraph (10) ("Cash"), on an averaged or
other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable
with respect to certain Holders, and (iii) deduction of the Depositary's expenses in (1) converting any foreign currency to U.S. dollars
by sale or in such other manner as the Depositary may determine to the extent that it determines that such conversion may be made on a
reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary may determine
to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making
any sale by public or private means in any commercially reasonable manner. (b) Shares. (i) Additional ADRs evidencing whole ADSs
representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited Securities consisting
of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting from the net proceeds of sales of Shares
received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs were issued therefor, as in the case
of Cash. (c) Rights. (i) Warrants or other instruments in the discretion of the Depositary representing rights to acquire additional
ADRs in respect of any rights to subscribe for additional Shares or rights of any nature available to the Depositary as a result of a
distribution on Deposited Securities ("Rights"), to the extent that the Company timely furnishes to the Depositary evidence
satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company has no obligation to so furnish such
evidence), or (ii) to the extent the Company does not so furnish such evidence and sales of Rights are practicable, any U.S. dollars available
to the Depositary from the net proceeds of sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish
such evidence and such sales cannot practicably be accomplished by reason of the nontransferability of the Rights, limited markets therefor,
their short duration or otherwise, nothing (and any Rights may lapse). (d) Other Distributions. (i) Securities or property available
to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share Distributions and Rights ("Other
Distributions"), by any means that the Depositary, after consultation with the Company to the extent practicable, may deem equitable
and practicable, or (ii) to the extent the Depositary deems, after consultation with the Company to the extent practicable, distribution
of such securities or property not to be equitable and practicable, any U.S. dollars available to the Depositary from the net proceeds
of sales of Other Distributions as in the case of Cash. The Depositary reserves the right to utilize a division, branch or affiliate of
JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch
and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated
above and/or under paragraph (7) hereof. Any U.S. dollars available will be distributed by checks drawn on a bank in the United States
for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the Depositary in accordance with its
then current practices. Notwithstanding anything herein to the contrary, the Company shall have no obligation to either (i) register any
ADSs, Shares, Rights or other securities described in this Paragraph (10) under the Securities Act of 1933 or (ii) take other actions
to permit the distribution of such ADSs, Shares, Rights or other securities in accordance with applicable U.S. securities laws.
(11) Record Dates. The Depositary may, after
consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any
corresponding record date set by the Company) for the determination of the Holders who shall be responsible for the fee assessed by the
Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) hereof as well as for the determination
of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give instructions for the
exercise of any voting rights, to receive any notice or to act in respect of other matters and only such Holders shall be so entitled
or obligated.
(12) Voting of Deposited Securities. As
soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares
or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such
notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable
provisions of Japanese law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given,
including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department
of the Depositary of instructions of a Holder on such record date in the manner and on or before the time established by the Depositary
for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities
to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such
instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities.
To the extent such instructions are not so timely
received by the Depositary from any Holder, such Holder shall be deemed, and the Depositary is instructed to deem such Holder, to have
instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented
by such Holder's ADSs, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (a) if (i) the
Company informs the Depositary in writing that it does not wish such proxy to be given, (ii) substantial opposition exists with respect
to any agenda item for which the proxy would be given or (iii) any agenda item in question, if approved, would materially or adversely
affect the rights of holders of Shares and (b) unless, with respect to such meeting, if so requested by the Depositary, the Depositary
has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that
(a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Japan, (b) the granting of
such proxy will not result in a violation of Japanese law, rule, regulation or permit, (c) the voting arrangement and deemed instruction
as contemplated herein will be given effect under Japanese law, and (d) the granting of such discretionary proxy will not under any circumstances
result in the Shares represented by the ADSs being treated as assets of the Depositary under Japanese law. The Depositary may, but is
not obligated to, require a certification by the Company as to the non-existence of the circumstances described in (a)(ii) and (a)(iii)
above and shall incur no liability in connection with any matter related to such deemed instruction or the failure to provide such deemed
instruction.
There is no guarantee that Holders generally or
any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions
to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the
extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution
of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of
Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions
on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials
for retrieval or a contact for requesting copies of the materials).
(13) Changes Affecting Deposited Securities.
Subject to paragraphs (4) and (5), the Depositary may, in its discretion, amend this ADR or distribute additional or amended ADRs (with
or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect
any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share Distribution
or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary in respect of Deposited
Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and to sell by public or
private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership,
bankruptcy or sale of all or substantially all the assets of the Company, and to the extent the Depositary does not so amend this ADR
or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property
results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically represent
its pro rata interest in the Deposited Securities as then constituted.
(14) Exoneration. The Depositary, the Company,
their agents and each of them shall: (a) incur no liability (i) if any present or future law, rule, regulation, fiat, order or decree
of the United States, Japan or any other country, or of any governmental or regulatory authority or any securities exchange or market
or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's
charter, any act of God, war, terrorism or other circumstance beyond its control shall prevent or delay, or shall cause any of them to
be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done
or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise
or failure to exercise any discretion given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine
that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to
the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in
the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel)
and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice
of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed
by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by, or the
insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall
incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase
Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof
or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence
on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents disclaim
to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing
thereof. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs), the Depositary shall not be
responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian
except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary
or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards
prevailing in the jurisdiction in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected
in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed,
presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders
of an interest in an ADS about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary
and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the
manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or
its counsel in respect of any approval or license of required for any currency conversion, transfer or distribution. The Depositary and
its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the
contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests
for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise
related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without
limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary,
the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the
basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not
incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the
ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company
for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an
interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party,
for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company.
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 any matter arising wholly after the removal or resignation of the Depositary. By holding
an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or
involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby,
may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably
waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its
agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary
nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential
damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless
of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by
any provision hereof.
(15) Resignation and Removal of Depositary;
the Custodian. The Depositary may resign as Depositary by written notice of its election to do so delivered to the Company, or be
removed as Depositary by the Company by written notice of such removal delivered to the Depositary; provided, however that such resignation
or removal shall not take effect until the appointment of and acceptance by a successor depositary is confirmed and made in writing. The
Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians
as the context requires.
(16) Amendment. Subject to the last sentence
of paragraph (2), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary without the consent of Holders,
provided that any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental
charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that
shall otherwise prejudice any substantial existing right of Holders, shall become effective 30 days after notice of such amendment shall
have been given to the Holders. Every Holder of an ADR at the time any amendment to the Deposit Agreement so becomes effective shall be
deemed, by continuing to hold such ADR, 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 Holder of any ADR to surrender such ADR and receive the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law. Any amendments or supplements which (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act
of 1933 or (b) the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase
any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders. Notwithstanding the foregoing,
if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of
the Deposit Agreement or the form of ADR to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit
Agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit
Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any
other period of time as required for compliance. Notice of any amendment to the Deposit Agreement or form of ADRs shall not need to describe
in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render
such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders to retrieve
or receive the text of such amendment (i.e., upon retrieval from the U.S. Securities and Exchange Commission's, the Depositary's or the
Company's website or upon request from the Depositary).
(17) Termination. The Depositary may, and
shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the Depositary shall have
(i) resigned as Depositary hereunder, notice of such termination by the Depositary shall not be provided to Holders unless a successor
depositary shall not be operating hereunder within 45 days of the date of such resignation, or (ii) been removed as Depositary hereunder,
notice of such termination by the Depositary shall not be provided to Holders unless a successor depositary shall not be operating hereunder
on the 90th day after the Company's notice of removal was first provided to the Depositary. After the date so fixed for termination,
the Depositary and its agents will perform no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell)
distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the expiration of
six months from the date so fixed for termination, the Depositary shall, to the extent practicable, sell the Deposited Securities and
shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of such sales, together with any other
cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders
of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the
Deposit Agreement and this ADR, except to account for such net proceeds and other cash and its indemnification obligations to the Company.
After the date so fixed for termination, the Company shall be discharged from all obligations under the Deposit Agreement except for its
indemnification and payment obligations to the Depositary and its agents.
(18) Appointment. Each Holder and each person
holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions
of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the
applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take
any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply
with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the
purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity
and appropriateness thereof.
(19) Waiver. EACH PARTY TO
THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS)
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR
OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE
BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).
(20) Change in Unit. The Company agrees
that it shall give notice to Holders of ADRs of any amendment to its Articles of Incorporation changing the number of Shares previously
designated as a Unit of Shares as soon as practicable but no later than two weeks after the adoption of a shareholders' resolution giving
effect to such change in Unit.
A-17
Grafico Azioni Panasonic (PK) (USOTC:PCRFY)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Panasonic (PK) (USOTC:PCRFY)
Storico
Da Mag 2023 a Mag 2024