SECTION 1.3 "American Depositary Share(s)" and "ADS(s)" shall mean the
securities representing the rights and interests in the Deposited Securities
granted to the Holders and Beneficial Owners pursuant to the terms and
conditions of this Deposit Agreement and evidenced by the American Depositary
Receipts issued hereunder. Each American Depositary Share shall represent the
right to receive one Share, until there shall occur a distribution upon
Deposited Securities referred to in Section 4.2 or a change in Deposited
Securities referred to in Section 4.9 with respect to which additional American
Depositary Receipts are not executed and delivered, and thereafter each American
Depositary Share shall represent the Shares or Deposited Securities specified in
SECTION 1.4 "ADS Record Date" shall have the meaning given to such term in
SECTION 1.5 "Beneficial Owner" shall mean as to any ADS, any person or
entity having a beneficial interest in any ADSs. A Beneficial Owner need not be
the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any
rights or receive any benefits hereunder solely through the Holder of the ADR(s)
evidencing the ADSs in which such Beneficial Owner has an interest.
SECTION 1.6 "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not (a) a day on which banking institutions in the
Borough of Manhattan, The City of New York are authorized or obligated by law or
executive order to close and (b) a day on which the market(s) in which Receipts
are traded are closed.
SECTION 1.7 "Commission" shall mean the Securities and Exchange Commission
of the United States or any successor governmental agency in the United States.
SECTION 1.8 "Company" shall mean WNS (Holdings) Limited, a company
incorporated and existing under the laws of Jersey, Channel Islands, and its
SECTION 1.9 "Custodian" shall mean, as of the date hereof, State Street
Bank and Trust Company, having its principal office at One Canada Square, Canary
Wharf, London, E14 5AF, as the custodian for the purposes of this Deposit
Agreement, and any other firm or corporation which may hereinafter be appointed
by the Depositary pursuant to the terms of Section 5.5 as a successor or an
additional custodian or custodians hereunder, as the context shall require. The
term "Custodian" shall mean all custodians, collectively.
SECTION 1.10 "Deliver" and "Delivery" shall mean, when used in respect of
American Depositary Shares, Receipts, Deposited Securities and Shares, the
physical delivery of the certificate representing such security, or the
electronic delivery of such security by means of book-entry transfer, as
appropriate, including, without limitation, through DRS/Profile. With respect to
DRS/Profile ADRs, the terms "execute," "issue," "register," "surrender,"
"transfer" or "cancel" refer to applicable entries or movements to or within
SECTION 1.11 "Deposit Agreement" shall mean this Deposit Agreement and all
exhibits hereto, as the same may from time to time be amended and supplemented
in accordance with the terms hereof.