SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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                                DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT, dated as of July 18, 2006, by and among (i) WNS
(Holdings) Limited, a company incorporated under the laws of Jersey, Channel
Islands, and its successors (the "Company"), (ii) Deutsche Bank Trust Company
Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in
its capacity as depositary, and any successor depositary hereunder (the
"Depositary"), and (iii) all Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued hereunder
(all such capitalized terms as hereinafter defined).

                          W I T N E S S E T H  T H A T:

     WHEREAS, the Company desires to establish an ADR facility with the
Depositary to provide for the deposit of the Shares and the creation of American
Depositary Shares representing the Shares so deposited;

     WHEREAS, the Depositary is willing to act as the Depositary for such ADR
facility upon the terms set forth in this Deposit Agreement;


     WHEREAS, the American Depositary Receipts evidencing the American
Depositary Shares issued pursuant to the terms of this Deposit Agreement are to
be substantially in the form of Exhibits A and B annexed hereto, with
appropriate insertions, modifications and omissions, as hereinafter provided in
this Deposit Agreement;

     WHEREAS, the American Depositary Shares to be issued pursuant to the terms
of this Deposit Agreement are listed on The New York Stock Exchange, Inc.; and

     WHEREAS, the Board of Directors of the Company (or an authorized committee
thereof) has duly approved the establishment of an ADR facility upon the terms
set forth in this Deposit Agreement, the execution and delivery of this Deposit
Agreement on behalf of the Company, and the actions of the Company and the
transactions contemplated herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     All capitalized terms used, but not otherwise defined, herein shall have
the meanings set forth below, unless otherwise clearly indicated:

     SECTION 1.1 "Affiliate" shall have the meaning assigned to such term by the
Commission under Regulation C promulgated under the Securities Act.

     SECTION 1.2 "Agent" shall mean such entity or entities as the Depositary
may appoint under Section 7.8, including the Custodian or any successor or
addition thereto.

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