CUSIP No. M8737E108

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _______)*

 

Taro Pharmaceutical Industries Ltd.

(Name of Issuer)

 

Ordinary Shares, NIS .0001 par value per share

(Title of Class of Securities)

 

M8737E108

(CUSIP Number)

 

Barbara J. Green

Vice President, Deputy General Counsel and Secretary

Franklin Resources, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

(650) 312-3000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

August 1, 2006

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13.d-1(g), check the following box x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

 

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CUSIP No. M8737E108

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. M8737E108

 

 

1. NAMES OF REPORTING PERSONS.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

 

 

Templeton Asset Management Ltd.

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [

]

(b) x

 

3. SEC USE ONLY

 

4. SOURCE OF FUNDS

 

 

See Item 3

 

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

PURSUANT TO ITEMS 2(d) OR 2(e) [

]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Singapore

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7. SOLE VOTING POWER

 

 

3,771,382 (See Item 5)

 

8. SHARED VOTING POWER

 

 

None (See Item 5)

 

9. SOLE DISPOSITIVE POWER

 

 

3,771,382 (See Item 5)

 

10. SHARED DISPOSITIVE POWER

 

 

None (See Item 5)

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

3,771,382

 

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES [

]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

12.9%

 

 

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14. TYPE OF REPORTING PERSON

 

 

IA (See Item 5)

 

 

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CUSIP No. M8737E108

 

 

1. NAMES OF REPORTING PERSONS.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

 

 

Franklin Resources, Inc. (13-2670991)

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [

]

(b) x

 

3. SEC USE ONLY

 

4. SOURCE OF FUNDS

 

 

See Item 3

 

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

PURSUANT TO ITEMS 2(d) OR 2(e) [

]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7. SOLE VOTING POWER

 

 

None (See Item 5)

 

8. SHARED VOTING POWER

 

 

None (See Item 5)

 

9. SOLE DISPOSITIVE POWER

 

 

None (See Item 5)

 

10. SHARED DISPOSITIVE POWER

 

 

None (See Item 5)

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

4,892,638

 

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES [

]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

16.8%

 

 

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14. TYPE OF REPORTING PERSON

 

 

HC (See Item 5)

 

 

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CUSIP No. M8737E108

 

 

1. NAMES OF REPORTING PERSONS.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

 

 

Charles B. Johnson

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [

]

(b) x

 

3. SEC USE ONLY

 

4. SOURCE OF FUNDS

 

 

See Item 3

 

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

PURSUANT TO ITEMS 2(d) OR 2(e) [

]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7. SOLE VOTING POWER

 

 

None (See Item 5)

 

8. SHARED VOTING POWER

 

 

None (See Item 5)

 

9. SOLE DISPOSITIVE POWER

 

 

None (See Item 5)

 

10. SHARED DISPOSITIVE POWER

 

 

None (See Item 5)

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

4,892,638

 

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES [

]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

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CUSIP No. M8737E108

 

 

 

16.8%

 

14. TYPE OF REPORTING PERSON

 

 

HC; IN (See Item 5)

 

 

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1. NAMES OF REPORTING PERSONS.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

 

 

Rupert H. Johnson, Jr.

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [

]

(b) x

 

3. SEC USE ONLY

 

4. SOURCE OF FUNDS

 

 

See Item 3

 

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

PURSUANT TO ITEMS 2(d) OR 2(e) [

]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7. SOLE VOTING POWER

 

 

None (See Item 5)

 

8. SHARED VOTING POWER

 

 

None (See Item 5)

 

9. SOLE DISPOSITIVE POWER

 

 

None (See Item 5)

 

10. SHARED DISPOSITIVE POWER

 

 

None (See Item 5)

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

4,892,638

 

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES [

]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

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16.8%

 

14. TYPE OF REPORTING PERSON

 

 

HC; IN (See Item 5)

 

 

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CUSIP No. M8737E108

 

 

Item 1. Security and Issuer

 

This statement relates to the ordinary shares, NIS .0001 par value per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd., an Israeli corporation (the “Issuer”), whose principal executive offices are located at 14 Hakitor Street, Haifa Bay 26110, Israel.

 

Item 2. Identity and Background

 

Templeton Asset Management Ltd.:

 

 

(a) Name:

 

 

Templeton Asset Management Ltd. (“TAML”)

 

 

(b) State of Organization:

 

 

Singapore

 

 

(c) Principal Business:

 

An investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) and investment manager or sub-adviser to a number of U.S. registered open-end and closed-end investment companies in the Franklin Templeton Group of Funds, non-U.S. investment funds and private client accounts.

 

 

Address of Principal Business/Principal Office:

 

7 Temasek Boulevard

Suntec Tower One, #38-3

Singapore 038987

 

 

(d) Criminal Convictions:

 

 

None

 

 

(e) Civil Proceedings:

 

 

None

 

Franklin Resources, Inc.:

 

 

(a) Name:

 

 

Franklin Resources, Inc. (“FRI”)

 

 

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(b) State of Organization:

 

 

Delaware

 

 

(c) Principal Business:

 

A diversified financial services holding company whose primary business is providing, through operating subsidiaries, management, administrative and distribution services to the open- and closed- end investment companies comprising the Franklin Templeton Group of Funds, managed accounts and other investment products.

 

 

Address of Principal Business/Principal Office:

 

One Franklin Parkway

San Mateo, CA 94403-1906

 

 

(d) Criminal Convictions:

 

 

None

 

 

(e) Civil Proceedings:

 

 

None

 

Charles B. Johnson:

 

 

(a) Name:

 

 

Charles B. Johnson

 

 

(b) Business Address:

 

 

Franklin Resources, Inc.

 

 

One Franklin Parkway

 

 

San Mateo, California 94403-1906

 

 

(c) Principal Employment:

 

Chairman of the Board and Member - Office of the Chairman of FRI and a director and a principal stockholder (a “Principal Shareholder”) of FRI. FRI is the parent company of a number of investment managers and administrative companies providing investment management and other services to the Franklin Templeton Group of Funds, managed accounts and other investment products.

 

 

(d) Criminal Convictions:

 

 

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None

 

 

(e) Civil Proceedings:

 

 

None

 

 

(f) Citizenship:

 

 

USA

 

Rupert H. Johnson, Jr.:

 

 

(a) Name:

 

 

Rupert H. Johnson, Jr.

 

 

(b) Business Address:

 

 

Franklin Resources, Inc.

 

 

One Franklin Parkway

 

 

San Mateo, California 94403-1906

 

 

(c) Principal Employment:

 

Vice Chairman and Member - Office of the Chairman of FRI and a director and a Principal Shareholder of FRI. FRI is the parent company of a number of investment managers and administrative companies providing investment management and other services to the Franklin Templeton Group of Funds, managed accounts and other investment products.

 

 

(d) Criminal Convictions:

 

 

None

 

 

(e) Civil Proceedings:

 

 

None

 

 

(f) Citizenship:

 

 

USA

 

Executive officers, directors and control persons of reporting persons:

 

 

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(a-f): The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of the reporting persons named above is set forth in Exhibit A hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A is a United States citizen except where otherwise noted and, during the last five years, no person listed in Exhibit A (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The securities reported herein were acquired with funds of approximately $68.3 million (including brokerage commissions). All such funds were provided from investment capital of one or more open- or closed-end investment companies or other managed accounts which are managed by TAML, Franklin Templeton Portfolio Advisors, Inc. and Franklin Advisers, Inc. (the “Investment Management Subsidiaries”), each of which is a direct or indirect, wholly-owned subsidiary of FRI.

 

Item 4. Purpose of Transaction

 

The Investment Management Subsidiaries purchased the Ordinary Shares for their investment management clients for the purpose of investment. All such purchases were made in the open market in the ordinary course of the Investment Management Subsidiaries’ business. None of the Investment Management Subsidiaries, and none of any of the other reporting persons to this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. However, TAML is concerned with the effect on the value of its investment management clients’ investment in the Issuer of the Issuer’s failure to timely file its financial statements for the fiscal year ended December 31, 2005 and of the Staff Determination, received by the Issuer on July 19, 2006, from the Listing Qualifications Department of The Nasdaq Stock Market with regard to the possible delisting of the Ordinary Shares from The Nasdaq Global Select Market. The explanations publicly announced by the Issuer for its failure to file the financial statements did not allay these concerns. Accordingly, TAML, together with the other reporting persons hereto, determined to file this Schedule 13D to provide TAML flexibility in order to explore appropriate action it, alone or together with other shareholders in the Issuer, could take to better evaluate and ultimately rectify their concerns. Such actions may include engaging in discussions with the Issuer, members of its Board of Directors , its officers, shareholders and others.

 

The Investment Management Subsidiaries’ investment management clients may in the

 

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future acquire additional shares of Ordinary Shares or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending upon then-current circumstances, dispose of all or a portion of the Ordinary Shares owned by their investment management clients in one or more transactions. Additionally, the Investment Management Subsidiaries’ investment management clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests and reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities, including without limitation to carry out any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, to the extent deemed advisable by the Investment Management Subsidiaries.

 

Item 5. Interest in Securities of the Issuer

 

(a-b) The 4,892,638 shares of Ordinary Shares of the Issuer (the “Securities”), representing 16.8% of the outstanding Ordinary Shares, are beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of the Investment Management Subsidiaries (the “Investment Management Clients”). Investment management contracts grant to the Investment Management Subsidiaries all investment and/or voting power over the securities owned by such Investment Management Clients, except as otherwise disclosed below. Therefore, for purposes of Rule 13d-3 under the Act, the Investment Management Subsidiaries may be deemed to be the beneficial owners of the Securities.

 

Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly-owned investment management subsidiary of FRI, are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.

 

The Principal Shareholders each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are

 

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reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of the Securities. In addition, the filing of this Schedule 13D on behalf of the Principal Shareholders, FRI and FRI affiliates, as applicable, should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.

 

FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a “group” within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for which FRI subsidiaries provide investment management services.

 

The number of Ordinary Shares as to which each reporting person on this Schedule 13D and other Investment Management Subsidiaries has:

 

 

(i) Sole power to vote or to direct the vote of the Ordinary Shares:

 

 

Franklin Resources, Inc.: 0

 

 

Charles B. Johnson: 0

 

 

Rupert H. Johnson, Jr.: 0

 

 

Templeton Asset Management Ltd.: 3,771,382

 

 

Franklin Advisers, Inc.: 4,500

 

 

Franklin Templeton Portfolio Advisors, Inc.[1]: 1,116,756

 

 

(ii) Shared power to vote or to direct the vote of the Ordinary Shares:

 

 

0

 

 

(iii) Sole power to dispose or to direct the disposition of the Ordinary Shares:

 

 

Franklin Resources, Inc.: 0

 

 

Charles B. Johnson: 0

 

 

Rupert H. Johnson, Jr.: 0

 

 

Templeton Asset Management Ltd.: 3,771,382

 

 

Franklin Advisers, Inc.: 4,500

 

 

Franklin Templeton Portfolio Advisors, Inc.: 1,116,756

_________________________

[1]  Franklin Templeton Portfolio Advisors, Inc. (“FTPA”) may beneficially own these securities pursuant to various separately managed account investment management arrangements. Under these arrangements, underlying clients may, from time to time, delegate to FTPA the power to vote such securities. To the extent that FTPA has voting power over any such securities, it has sole voting power. To the extent that the underlying client retains voting power over any securities, FTPA disclaims any power to vote or direct the vote of such securities.

 

 

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(iv) Shared power to dispose or to direct the disposition of the Ordinary Shares:

 

 

0

 

(c) Other than the transactions described in Exhibit B of this statement, none of the reporting persons nor, to the best of their knowledge, any of the persons listed in Exhibit A, have effected any transactions in the Ordinary Shares during the 60-day period preceding the date this statement was filed.

 

(d) No person other than the respective Investment Management Clients is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities being reported herein. Templeton Developing Markets Trust, an investment company registered under the Investment Company Act of 1940 and an Investment Management Client of TAML, has an interest in 1,555,323 Ordinary Shares, or 5.3%, of the class of securities reported herein.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Other than as disclosed above, no persons named in Item 2 herein, nor to the best of such person’s knowledge, no person named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit A: Executive Officers and Directors of Reporting Persons

 

Exhibit B: Transactions in the Past Sixty Days

 

Exhibit C: Joint Filing Agreement, dated as of August 4, 2006

 

Exhibit D: Powers of Attorney

 

 

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 4, 2006

 

FRANKLIN RESOURCES, INC.

CHARLES B. JOHNSON

RUPERT H. JOHNSON, JR.

 

By: /s/ Barbara J. Green                        

Barbara J. Green

Vice President, Deputy General Counsel and Secretary of Franklin Resources, Inc.

 

Attorney-in-Fact for Charles B. Johnson pursuant to a Power of Attorney attached to this Schedule 13D

 

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to a Power of Attorney attached to this Schedule 13D

 

TEMPLETON ASSET MANAGEMENT

LTD.

 

By: /s/ Gregory E. McGowan              

Gregory E. McGowan

Director of Templeton Asset Management Ltd.

 

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EXHIBIT A

 

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

 

Except where otherwise noted, each of the individuals named below is a citizen of the United States with a principal business address as indicated below.

Name

Principal Occupation

Residence or Business Address

Charles B. Johnson

Chairman of the Board, Member - Office of the Chairman, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Rupert H. Johnson, Jr.

 

Vice Chairman, Member – Office of the Chairman, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Harmon E. Burns

 

Vice Chairman, Member – Office of the Chairman, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Anne M. Tatlock

 

Vice Chairman, Member – Office of the Chairman, FRI

Fiduciary Trust Company International
600 5th Avenue, 4th Floor
New York, NY 10020-2302

Samuel H. Armacost

Director, FRI; Chairman of the Board, SRI International (an independent nonprofit technology research and development organization)

SRI International
333 Ravenswood Ave
Menlo Park, CA 94025

Charles Crocker

Director, FRI; Principal, Crocker Capital (a private venture capital firm)

Crocker Capital
One Post Street, Suite 2500
San Francisco, CA 94104

Joseph R. Hardiman

Director, FRI; Director of various other entities

1119 St. Paul Street
Baltimore, MD 21202

Robert D. Joffe

Director, FRI; Presiding Partner, Cravath, Swaine & Moore LLP (a law firm)

Cravath, Swaine & Moore LLP
825 Eighth Ave.
New York, NY 10019

Thomas H. Kean

Director, FRI; Chairman, The Robert Wood Johnson Foundation (a health and healthcare philanthropic foundation)

THK Consulting
49 Route 202, PO Box 810
Far Hills, NY 07931

Chutta Ratnathicam

Director, FRI; Retired

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

 

 

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Peter M. Sacerdote

Director, FRI; Advisory Director and Chairman of the Investment Committee of the Principal Investment Area, Goldman, Sachs & Co. (a global investment banking, securities and investment management firm)

Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004

Laura Stein

Director, FRI; Senior Vice President – General Counsel & Secretary, The Clorox Company (a leading manufacturer and marketer of consumer products)

The Clorox Company
1221 Broadway
Oakland, CA 94612-1888

Louis E. Woodworth

Director, FRI; President, Alpine Corporation (a private investment firm)

Alpine Corporation
1505 7th Avenue West
Seattle, WA 98119

Gregory E. Johnson

Chief Executive Officer and President, FRI; Director, TAML

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Vijay C. Advani
(Citizen of India)

Executive Vice President – Global Advisor Services, FRI; Director, TAML

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Craig S. Tyle

Executive Vice President and General Counsel, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Murray L. Simpson

Executive Vice President, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

William Y. Yun

Executive Vice President – Institutional, FRI

Fiduciary Trust Company International
600 5th Avenue, 4th Floor
New York, NY 10020-2302

James R. Baio

Executive Vice President, Chief Financial Officer and Treasurer, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Jennifer J. Bolt

Executive Vice President – Operations and Technology, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

John M. Lusk

Executive Vice President – Portfolio Operations, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Norman R. Frisbie, Jr.

 

Senior Vice President and Chief Administrative Officer, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

 

 

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Leslie M. Kratter

 

Senior Vice President and Assistant Secretary, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Penelope S. Alexander

 

Vice President, Human Resources – U.S., FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Holly E. Gibson

Vice President, Corporate Communications, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Barbara J. Green

Vice President, Deputy General Counsel and Secretary, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Donna S. Ikeda

Vice President, Human Resources – International, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Kenneth A. Lewis

Vice President – Enterprise Risk Management, FRI

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Dennis Chong Boon Lim
(Citizen of Singapore)

CEO and Director, TAML

Templeton Asset Management Ltd.
7 Temasek Boulevard
Suntec Tower One, #38-3
Singapore 038987

Gregory E. McGowan

Director, TAML

Templeton Asset Management Ltd. 500 E. Broward Blvd. Ft. Lauderdale, FL 33394

Mark J. Mobius
(Citizen of Germany)

Managing Director, TAML

Templeton Asset Management Ltd. 17th Floor Chater House 8 Connaught Road, Central Hong Kong

Wai Kwok Tom Wu
(British National (Overseas))

Director, TAML

Templeton Asset Management Ltd. 17th Floor Chater House 8 Connaught Road, Central Hong Kong

 

 

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FRI: Franklin Resources, Inc.

 

One Franklin Parkway

 

 

San Mateo, CA 94403-1906

 

A diversified financial services holding company whose primary business is providing, through operating subsidiaries, management, administrative and distribution services to the open- and closed- end investment companies comprising the Franklin Templeton Group of Funds, managed accounts and other investment products. FRI is the indirect parent entity to TAML (see further description below) and the direct parent entity to each of Franklin Templeton Portfolio Advisors, Inc. and Franklin Advisers, Inc., both of which are wholly-owned by FRI.

 

TAML:

Templeton Asset Management Ltd.

 

7 Temasek Boulevard

 

 

Suntec Tower One, #38-3

 

 

Singapore 038987

 

 

An investment adviser registered with the U.S. Securities and Exchange Commission and investment manager or sub-adviser to a number of U.S. registered open-end and closed-end investment companies in the Franklin Templeton Group of Funds, non-U.S. investment funds and private client accounts. TAML is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which in turn is a wholly-owned subsidiary of FRI.

 

 

22

 

CUSIP No. M8737E108

 

 

EXHIBIT B

 

TRANSACTIONS IN THE PAST SIXTY DAYS

Each of the transactions described below was a purchase by TAML on behalf of its investment management clients of Ordinary Shares of the Issuer in the open market.

 

Date of Transaction

Number of Shares

Price per Share

6/7/2006

52,706

$12.2877

6/8/2006

254,000

$12.6310

6/9/2006

113,904

$13.2706

7/5/2006

205,000

$10.8424

7/6/2006

134,445

$10.9992

7/7/2006

68,575

$10.9978

7/10/2006

64,000

$11.0000

7/11/2006

24,770

$10.9996

7/28/2006

865,690

$10.5000

 

Each of the transactions described below was a purchase by Franklin Templeton Portfolio Advisors, Inc. on behalf of its investment management clients of Ordinary Shares of the Issuer in the open market.

 

Date of Transaction

Number of Shares

Price per Share

6/5/2006

45

$12.3700

6/5/2006

212

$12.3999

6/7/2006

106

$12.3499

6/8/2006

21

$12.7100

6/8/2006

10

$12.8900

6/12/2006

27

$11.9200

6/12/2006

92

$11.9800

6/13/2006

49

$11.9500

6/14/2006

725

$11.4999

6/15/2006

40

$11.4200

6/16/2006

89

$11.4099

6/16/2006

121

$11.4100

6/19/2006

177

$10.7999

6/19/2006

128

$10.8000

6/20/2006

57

$10.5000

6/22/2006

46

$10.1700

6/22/2006

187

$10.1899

6/26/2006

454

$10.1399

6/26/2006

662

$10.2031

6/27/2006

236

$10.3100

6/28/2006

186

$10.3000

6/29/2006

92

$10.3600

6/29/2006

18

$10.4600

6/30/2006

103

$10.6200

 

 

23

 

CUSIP No. M8737E108

 

 

 

7/3/2006

185

$10.4999

7/3/2006

68

$10.5100

7/5/2006

28

$10.9400

7/5/2006

43

$11.0000

7/5/2006

520

$11.0099

7/7/2006

56

$11.0100

7/10/2006

60

$11.0198

7/10/2006

44

$11.0200

7/11/2006

133

$10.8300

7/11/2006

38

$10.8500

7/13/2006

324

$10.3799

7/13/2006

24

$10.3800

7/14/2006

11

$10.3200

7/17/2006

32

$10.0100

7/17/2006

36

$10.0200

7/17/2006

120

$10.0799

7/18/2006

24

$10.1000

7/18/2006

739

$10.2999

7/18/2006

63

$10.3100

7/19/2006

45

$10.6100

7/19/2006

47

$10.6400

7/20/2006

29

$10.5500

7/20/2006

116

$10.6199

7/20/2006

38

$10.6200

7/24/2006

62

$10.3100

7/24/2006

78

$10.3200

7/24/2006

1809

$10.3299

7/26/2006

174

$10.2499

7/27/2006

391

$10.0999

7/28/2006

190

$10.2299

7/31/2006

28

$10.3600

7/31/2006

32

$10.3700

7/31/2006

624

$10.3799

8/1/2006

35

$10.4900

 

 

 

Each of the transactions described below was a sale by Franklin Templeton Portfolio Advisors, Inc. on behalf of its investment management clients of Ordinary Shares of the Issuer in the open market.

 

Date of Transaction

Number of Shares

Price per Share

6/5/2006

13

$12.3277

6/5/2006

32

$12.3297

6/5/2006

77

$12.3300

6/5/2006

10

$12.3590

6/5/2006

13

$12.4377

 

 

24

 

CUSIP No. M8737E108

 

 

 

6/5/2006

23

$12.4396

6/5/2006

77

$12.4400

6/6/2006

3

$11.9933

6/6/2006

27

$11.9989

6/6/2006

33

$11.9994

6/6/2006

58

$11.9997

6/6/2006

108

$12.0000

6/7/2006

1

$12.3000

6/7/2006

8

$12.3100

6/7/2006

3

$12.3167

6/7/2006

16

$12.3200

6/8/2006

11

$12.5291

6/8/2006

30

$12.5293

6/8/2006

32

$12.5294

6/8/2006

102

$12.5295

6/8/2006

61

$12.5300

6/8/2006

18

$12.6894

6/8/2006

1

$12.6900

6/8/2006

3

$12.6967

6/8/2006

6

$12.7000

6/8/2006

21

$12.7095

6/8/2006

53

$12.7100

6/9/2006

12

$12.4192

6/9/2006

3

$12.4200

6/12/2006

20

$11.9095

6/12/2006

4

$11.9300

6/12/2006

12

$11.9317

6/12/2006

10

$11.9320

6/12/2006

54

$11.9322

6/12/2006

13

$11.9323

6/12/2006

99

$11.9325

6/12/2006

5658

$11.9326

6/12/2006

642

$11.9327

6/12/2006

47

$11.9328

6/12/2006

56

$11.9329

6/12/2006

10

$11.9330

6/12/2006

18

$11.9333

6/12/2006

8

$11.9350

6/12/2006

15

$11.9587

6/12/2006

22

$11.9600

6/13/2006

42

$11.7093

6/13/2006

17

$11.7094

6/13/2006

21

$11.7100

 

 

25

 

CUSIP No. M8737E108

 

 

 

6/13/2006

3

$11.7967

6/13/2006

16

$11.7994

6/13/2006

25

$11.7996

6/13/2006

28

$11.8000

6/13/2006

16

$11.8194

6/13/2006

123

$11.8196

6/13/2006

19

$11.8200

6/13/2006

14

$11.8386

6/13/2006

12

$11.8392

6/13/2006

14

$11.8393

6/13/2006

36

$11.8394

6/13/2006

63

$11.8400

6/14/2006

15

$11.5980

6/14/2006

15

$11.5993

6/14/2006

17

$11.5994

6/14/2006

59

$11.5997

6/14/2006

72

$11.6000

6/15/2006

11

$11.4036

6/15/2006

35

$11.4049

6/15/2006

104

$11.4050

6/15/2006

66

$11.4053

6/15/2006

92

$11.4054

6/15/2006

73

$11.4055

6/15/2006

54

$11.4056

6/15/2006

42

$11.4057

6/15/2006

25

$11.4060

6/15/2006

15

$11.4067

6/15/2006

15

$11.4087

6/15/2006

13

$11.4092

6/15/2006

30

$11.4093

6/15/2006

43

$11.4095

6/15/2006

70

$11.4100

6/15/2006

87

$11.4195

6/15/2006

39

$11.4200

6/15/2006

39

$11.4292

6/15/2006

19

$11.4295

6/15/2006

58

$11.4300

6/16/2006

11

$11.2491

6/16/2006

13

$11.2492

6/16/2006

18

$11.2494

6/16/2006

8

$11.2500

6/16/2006

19

$11.3884

6/16/2006

20

$11.3895

6/16/2006

51

$11.3898

 

 

26

 

CUSIP No. M8737E108

 

 

 

6/16/2006

105

$11.3900

6/16/2006

18

$11.3983

6/16/2006

20

$11.3985

6/16/2006

13

$11.3992

6/16/2006

59

$11.3993

6/16/2006

148

$11.3994

6/16/2006

102

$11.3995

6/16/2006

79

$11.3996

6/16/2006

132

$11.3997

6/16/2006

283

$11.4000

6/19/2006

13

$10.7277

6/19/2006

13

$10.7292

6/19/2006

33

$10.7297

6/19/2006

70

$10.7300

6/20/2006

21

$10.4186

6/20/2006

16

$10.4188

6/20/2006

33

$10.4194

6/20/2006

86

$10.4195

6/20/2006

57

$10.4196

6/20/2006

169

$10.4200

6/20/2006

27

$10.4796

6/20/2006

19

$10.4984

6/20/2006

60

$10.5000

6/21/2006

2

$10.1400

6/21/2006

4

$10.1475

6/21/2006

5

$10.1480

6/21/2006

7

$10.1486

6/21/2006

24

$10.1488

6/21/2006

11

$10.1491

6/21/2006

12

$10.1492

6/21/2006

30

$10.1493

6/21/2006

51

$10.1494

6/21/2006

125

$10.1495

6/21/2006

197

$10.1496

6/21/2006

323

$10.1497

6/21/2006

19

$10.2095

6/21/2006

215

$10.2097

6/21/2006

21

$10.2100

6/21/2006

6

$10.3283

6/21/2006

14

$10.3293

6/21/2006

88

$10.3294

6/21/2006

43

$10.3298

6/21/2006

69

$10.3300

 

 

27

 

CUSIP No. M8737E108

 

 

 

6/22/2006

1

$10.1400

6/22/2006

4

$10.1475

6/22/2006

16

$10.1488

6/22/2006

9

$10.1489

6/22/2006

44

$10.1491

6/22/2006

12

$10.1492

6/22/2006

15

$10.1493

6/22/2006

34

$10.1494

6/22/2006

22

$10.1495

6/22/2006

343

$10.1496

6/22/2006

30

$10.1497

6/22/2006

20

$10.1785

6/22/2006

16

$10.1794

6/22/2006

21

$10.1795

6/22/2006

52

$10.1796

6/22/2006

93

$10.1800

6/23/2006

4

$10.0475

6/23/2006

21

$10.0495

6/23/2006

17

$10.0500

6/23/2006

13

$10.0577

6/23/2006

18

$10.0583

6/23/2006

18

$10.0594

6/23/2006

72

$10.0596

6/23/2006

171

$10.0600

6/23/2006

2

$10.0800

6/23/2006

8

$10.0850

6/23/2006

12

$10.0867

6/23/2006

12

$10.0875

6/23/2006

10

$10.0880

6/23/2006

6

$10.0883

6/23/2006

8

$10.0888

6/23/2006

38

$10.0892

6/23/2006

14

$10.0893

6/23/2006

20

$10.0895

6/23/2006

32

$10.0897

6/26/2006

278

$10.2198

6/27/2006

1

$10.2900

6/27/2006

6

$10.2950

6/27/2006

3

$10.2967

6/27/2006

16

$10.2975

6/27/2006

73

$10.3000

6/27/2006

20

$10.3005

6/27/2006

30

$10.3007

6/27/2006

50

$10.3400

 

 

28

 

CUSIP No. M8737E108

 

 

 

6/27/2006

29

$10.3407

6/27/2006

11

$10.3409

6/27/2006

10

$10.3410

6/27/2006

11

$10.3427

6/27/2006

58

$10.3500

6/27/2006

27

$10.3507

6/27/2006

11

$10.3509

6/27/2006

12

$10.3533

6/28/2006

4

$10.2800

6/28/2006

4

$10.2850

6/28/2006

15

$10.2867

6/28/2006

16

$10.2875

6/28/2006

14

$10.2893

6/28/2006

109

$10.2900

6/28/2006

24

$10.2904

6/28/2006

37

$10.2905

6/28/2006

146

$10.2906

6/28/2006

219

$10.2907

6/29/2006

3

$10.3333

6/29/2006

29

$10.3397

6/29/2006

35

$10.3400

6/29/2006

18

$10.3489

6/29/2006

17

$10.3494

6/29/2006

44

$10.3495

6/29/2006

48

$10.3496

6/29/2006

31

$10.3497

6/29/2006

249

$10.3498

6/29/2006

3

$10.3500

6/29/2006

14

$10.3579

6/29/2006

15

$10.3593

6/29/2006

27

$10.3596

6/29/2006

36

$10.3597

6/29/2006

149

$10.3600

6/30/2006

16

$10.5994

6/30/2006

164

$10.5996

6/30/2006

527

$10.5997

6/30/2006

14

$10.6000

7/3/2006

12

$10.5475

7/3/2006

10

$10.5480

7/3/2006

28

$10.5496

7/3/2006

153

$10.5500

7/5/2006

3

$10.5833

7/5/2006

23

$10.5896

 

 

29

 

CUSIP No. M8737E108

 

 

 

7/5/2006

64

$10.5900

7/5/2006

1

$10.9200

7/5/2006

2

$10.9250

7/5/2006

3

$10.9267

7/5/2006

8

$10.9275

7/5/2006

20

$10.9280

7/5/2006

6

$10.9283

7/5/2006

21

$10.9286

7/5/2006

10

$10.9290

7/5/2006

11

$10.9291

7/5/2006

25

$10.9292

7/5/2006

19

$10.9295

7/5/2006

47

$10.9296

7/5/2006

61

$10.9297

7/5/2006

7

$10.9586

7/5/2006

24

$10.9596

7/5/2006

35

$10.9597

7/5/2006

46

$10.9600

7/6/2006

51

$10.9896

7/6/2006

35

$10.9991

7/6/2006

189

$10.9997

7/6/2006

97

$10.9998

7/6/2006

44

$11.0000

7/7/2006

7

$10.9971

7/7/2006

16

$10.9994

7/7/2006

26

$10.9996

7/7/2006

57

$11.0000

7/7/2006

8

$11.0050

7/7/2006

12

$11.0067

7/7/2006

12

$11.0075

7/7/2006

5

$11.0080

7/7/2006

18

$11.0083

7/7/2006

7

$11.0086

7/7/2006

8

$11.0088

7/7/2006

9

$11.0089

7/7/2006

40

$11.0090

7/7/2006

22

$11.0091

7/7/2006

12

$11.0092

7/7/2006

44

$11.0093

7/7/2006

31

$11.0094

7/7/2006

66

$11.0095

7/7/2006

176

$11.0096

7/10/2006

10

$10.9970

7/10/2006

25

$10.9992

 

 

30

 

CUSIP No. M8737E108

 

 

 

7/10/2006

14

$10.9993

7/10/2006

64

$10.9994

7/10/2006

38

$10.9995

7/10/2006

50

$10.9996

7/10/2006

44

$10.9998

7/10/2006

146

$11.0000

7/10/2006

19

$11.0089

7/10/2006

11

$11.0091

7/10/2006

77

$11.0096

7/10/2006

30

$11.0100

7/11/2006

94

$10.8096

7/11/2006

19

$10.9784

7/11/2006

45

$10.9800

7/12/2006

1

$10.5100

7/12/2006

18

$10.5294

7/12/2006

69

$10.5300

7/12/2006

46

$10.6487

7/12/2006

29

$10.6493

7/12/2006

16

$10.6494

7/12/2006

44

$10.6495

7/12/2006

68

$10.6496

7/12/2006

71

$10.6497

7/12/2006

182

$10.6500

7/13/2006

67

$10.4596

7/13/2006

13

$10.4685

7/13/2006

38

$10.4695

7/13/2006

94

$10.4696

7/13/2006

59

$10.4697

7/13/2006

100

$10.4700

7/14/2006

13

$10.3177

7/14/2006

50

$10.3196

7/14/2006

85

$10.3200

7/14/2006

2

$10.3300

7/14/2006

11

$10.3382

7/14/2006

29

$10.3397

7/14/2006

51

$10.3398

7/14/2006

130

$10.3400

7/14/2006

240

$10.3597

7/14/2006

6

$10.3600

7/17/2006

4

$10.0125

7/17/2006

5

$10.0140

7/17/2006

13

$10.0177

7/17/2006

14

$10.0193

 

 

31

 

CUSIP No. M8737E108

 

 

 

7/17/2006

18

$10.0194

7/17/2006

22

$10.0195

7/17/2006

158

$10.0197

7/17/2006

243

$10.0200

7/18/2006

11

$10.0573

7/18/2006

27

$10.0596

7/18/2006

67

$10.0600

7/18/2006

33

$10.2291

7/18/2006

78

$10.2296

7/18/2006

165

$10.2297

7/18/2006

40

$10.2298

7/18/2006

38

$10.2300

7/18/2006

2

$10.2800

7/18/2006

8

$10.2850

7/18/2006

12

$10.2867

7/18/2006

12

$10.2875

7/18/2006

5

$10.2880

7/18/2006

12

$10.2883

7/18/2006

7

$10.2886

7/18/2006

10

$10.2890

7/18/2006

26

$10.2892

7/18/2006

33

$10.2894

7/19/2006

2

$10.5900

7/19/2006

15

$10.5993

7/19/2006

25

$10.5996

7/19/2006

61

$10.6000

7/19/2006

2

$10.6500

7/19/2006

25

$10.6692

7/19/2006

52

$10.6696

7/19/2006

112

$10.6700

7/20/2006

8

$10.5275

7/20/2006

60

$10.5295

7/20/2006

66

$10.5300

7/21/2006

16

$10.6881

7/21/2006

25

$10.6896

7/21/2006

89

$10.6900

7/21/2006

14

$10.7179

7/21/2006

39

$10.7197

7/21/2006

95

$10.7200

7/21/2006

11

$10.7382

7/21/2006

27

$10.7396

7/21/2006

68

$10.7400

7/24/2006

1

$10.2800

7/24/2006

30

$10.2997

 

 

32

 

CUSIP No. M8737E108

 

 

 

7/24/2006

58

$10.3000

7/24/2006

48

$10.3194

7/24/2006

19

$10.3195

7/24/2006

40

$10.3200

7/24/2006

20

$10.3395

7/24/2006

110

$10.3396

7/24/2006

13

$10.3400

7/25/2006

3

$10.1200

7/25/2006

9

$10.1278

7/25/2006

18

$10.1294

7/25/2006

24

$10.1296

7/25/2006

136

$10.1300

7/25/2006

24

$10.3088

7/25/2006

68

$10.3100

7/26/2006

3

$10.2300

7/26/2006

10

$10.2370

7/26/2006

120

$10.2396

7/26/2006

430

$10.2397

7/26/2006

81

$10.2398

7/26/2006

283

$10.2400

7/26/2006

20

$10.2695

7/26/2006

53

$10.2696

7/26/2006

22

$10.2700

7/27/2006

5

$10.0180

7/27/2006

14

$10.0193

7/27/2006

42

$10.0195

7/27/2006

50

$10.0196

7/27/2006

172

$10.0197

7/27/2006

28

$10.0200

7/27/2006

28

$10.0396

7/27/2006

9

$10.0978

7/27/2006

14

$10.0993

7/27/2006

49

$10.1000

7/27/2006

23

$10.2083

7/27/2006

19

$10.2095

7/27/2006

93

$10.2096

7/27/2006

59

$10.2097

7/27/2006

130

$10.2100

7/28/2006

28

$10.1989

7/28/2006

16

$10.1994

7/28/2006

61

$10.2000

7/31/2006

6

$10.3267

7/31/2006

16

$10.3281

 

 

33

 

CUSIP No. M8737E108

 

 

 

7/31/2006

42

$10.3298

7/31/2006

155

$10.3300

7/31/2006

40

$10.3495

7/31/2006

11

$10.3500

7/31/2006

3

$10.3733

7/31/2006

16

$10.3794

7/31/2006

20

$10.3795

7/31/2006

60

$10.3800

8/1/2006

352

$10.4197

8/1/2006

19

$10.4784

8/1/2006

59

$10.4797

8/1/2006

136

$10.4798

8/1/2006

125

$10.4800

8/1/2006

329

$10.4898

8/1/2006

11

$10.5782

8/1/2006

25

$10.5796

8/1/2006

66

$10.5800

 

 

 

 

 

 

34

 

CUSIP No. M8737E108

 

 

EXHIBIT C

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of August 4, 2006.

 

FRANKLIN RESOURCES, INC.

CHARLES B. JOHNSON

RUPERT H. JOHNSON, JR.

 

By: /s/ Barbara J. Green                        

Barbara J. Green

Vice President, Deputy General Counsel and Secretary of Franklin Resources, Inc.

 

Attorney-in-Fact for Charles B. Johnson pursuant to a Power of Attorney attached to this Schedule 13D

 

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to a Power of Attorney attached to this Schedule 13D

 

TEMPLETON ASSET MANAGEMENT

LTD.

 

By: /s/ Gregory E. McGowan              

Gregory E. McGowan

Director of Templeton Asset Management Ltd.

 

35

 

CUSIP No. M8737E108

 

 

EXHIBIT D

 

POWERS OF ATTORNEY

POWER OF ATTORNEY

 

CHARLES B. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G or 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

 

Date: 9-11-03

/s/ Charles B. Johnson

 

-------

---------------------

 

Charles B. Johnson

 

POWER OF ATTORNEY

 

RUPERT H. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G or 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

 

Date: Sept 4, 2003

/s/ Rupert H. Johnson, Jr.

 

------------

-------------------------

 

 

Rupert H. Johnson

 

 

 

 

 

36