Exhibit A to Deposit Agreement
No.
_________________________________
[Sponsored-Exempt]
AMERICAN DEPOSITARY
SHARES
(Each American Depositary Share
represents one deposited Share)
THE BANK OF NEW YORK
AMERICAN DEPOSITARY
RECEIPT
FOR A ORDINARY
SHARES,
NOMINAL VALUE .0109 DOLLARS EACH
OF
TRINITY BIOTECH PLC
(INCORPORATED UNDER THE LAWS OF THE
REPUBLIC OF IRELAND)
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 A Ordinary
Shares (herein called "Shares") of Trinity Biotech plc,
incorporated under the laws of the Republic of Ireland (herein
called the "Company"). At the date hereof, each American
Depositary Share represents one Share which is either deposited or
subject to deposit under the deposit agreement at the Dublin,
Ireland office of A.I.B. Custodial Services (herein called the
"Custodian"). The Depositary's Corporate Trust Office is
located at a different address than its principal executive office.
Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal executive office is located
at One Wall Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST
OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y.
10286
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 October 21, 1992, as amended and restated as of
___________, 2004 (herein called the "Deposit Agreement"), by and
among the Company, the Depositary, and all Owners and holders 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 holders 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 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, and upon payment of the
fee of the Depositary provided in this Receipt, and subject to the
terms and conditions of the Deposit Agreement, 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 by the delivery of 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.
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 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 fees and
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,
representing 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, or
Registrar may require payment from 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 may establish consistent with
the provisions of the Deposit Agreement or this Receipt, including,
without limitation, paragraph (22) of this Receipt.
The delivery of Receipts against deposits
of Shares generally or against deposits 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 paragraph (22) hereof. 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.
4.
LIABILITY OF
OWNER FOR TAXES.
If any tax or other governmental charge
shall become payable with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental
charge shall be payable by the 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 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
hereof shall remain liable for any deficiency.
5.
WARRANTIES OF
DEPOSITORS.
Every person depositing Shares hereunder
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 pre-emptive 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 Shares deposited by that person are not
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 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 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 the Republic of Ireland which
is then performing the function of the regulation of currency
exchange.
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 4.3 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 hereunder, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in the Deposit
Agreement, (4) such expenses as are incurred by the Depositary in
the conversion of foreign currency pursuant to Section 4.5 of the
Deposit Agreement, (5) a fee not in excess of $10.00 or less per
100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Section 2.3 of the
Deposit Agreement, the execution and delivery of Receipts pursuant
to Section 4.3 of the Deposit Agreement and the surrender of
Receipts pursuant to Section 2.5 of the Deposit Agreement, (6) a
fee not in excess of $.02 or less per American Depositary
Share (or portion thereof) for any cash distribution made pursuant
to the Deposit Agreement including, but not limited to Sections 4.1
through 4.4 thereof and, (7) a fee not in excess of $1.50 or less
per certificate for a Receipt or Receipts for transfers made
pursuant to Section 2.4 of the Deposit Agreement.
The Depositary, subject to Paragraph (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 2.3 of the
Deposit Agreement, the Depositary may execute and deliver Receipts
prior to the receipt of Shares pursuant to Section 2.2 of the
Deposit Agreement ("Pre-Release"). The Depositary may,
pursuant to Section 2.5 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-Released. Each Pre-Release
will be (a) preceded or accompanied by a written representation
from the person to whom Receipts are to be delivered that such
person, or its customer, owns the Shares or Receipts to be
remitted, as the case may be, (b) at all times fully collateralized
with cash or such other collateral as the Depositary deems
appropriate, (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-Releases will not
normally exceed thirty percent (30%) of the Shares deposited
hereunder; 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 compensation received by it in connection with the
foregoing.
9.
TITLE TO
RECEIPTS.
It is a condition of this Receipt and
every successive holder and 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, 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 or facsimile signature of a duly
authorized signatory of the Depositary and, if a Registrar for the
Receipts shall have been appointed, countersigned by the manual or
facsimile signature of a duly authorized officer of the
Registrar.
11.
REPORTS;
INSPECTION OF TRANSFER BOOKS.
The Company is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934 and,
accordingly, files certain reports with the Securities and Exchange
Commission (hereinafter called the "Commission"). Such
reports and communications will be available for inspection and
copying by holders and Owners at the public reference facilities
maintained by the Commission located 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 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 soliciti
