Common use of ADS Voting Instructions Clause in Contracts

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association Constitution of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given to the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to purposes, or if the Depositary timely receives voting instructions from a Holder that fail to give a discretionary proxy specify the manner in which the Depositary is to a person designated by the Companyvote). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles and the provisions of Association the Constitution of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association Constitution of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given to the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to purposes, or if the Depositary timely receives voting instructions from a Holder that fail to give a discretionary proxy specify the manner in which the Depositary is to a person designated by the Companyvote). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles and the provisions of Association the Constitution of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) the Deposit Agreement of any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the . The Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute mail to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to the terms of this Article, any applicable provisions of Dutch law, the provisions of the Deposit Agreement, the Articles of Association corporate charter and by-laws of the Company and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect In the event the notice of a number of ADSs representing an integral number of Deposited Securities. 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 days prior to the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavornot have any obligation to notify the Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association corporate charter and by-laws of the Company and the provisions of or governing the Deposited Securities, to vote, vote or cause to be voted the Custodian to vote, the number of Deposited Securities (in person or by proxy) represented by such the American Depositary Shares evidenced by the Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities 's Receipt in accordance with the instructions set forth in such request. Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Holder or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions received from a majority Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall 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; provided that (y) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of Holders holders of ADSs who provided voting instructions, Shares will be adversely affected and (x) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the event voting takes place proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares, and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a shareholders’ meeting by pollvote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary will instruct the Custodian to shall not vote the Shares or other Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting which specific instructions timely received from Holders or as otherwise contemplated hereinhave not been received. Legal Prohibitions. Notwithstanding anything else contained hereinin the Deposit Agreement, the Depositary shall, shall not have any obligation to take any action with respect to any meeting of holders of Shares or other Deposited Securities if so the taking of such action violates U.S. laws. The Issuer agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of Issuer's U.S. counsel addressing any actions requested in writing to be taken if requested by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersDepositary.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy in accordance with Section 4.9 of the Deposit Agreementproxy. The Depositary shall, if requested by the Company in writing in a timely manner by the Company (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s 's expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containHolders: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's Articles of Association and Memorandum of the Company Association and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given given, and (including an indication that instructions may be deemed to have been given in accordance with the last sentence d) summaries of (b) below if no instructions are received any materials and other documents provided by the Depositary prior Company for the purpose of enabling such Holders to the deadline set for exercise such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)voting rights. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the provisions of the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs held by such Holder, either (x) in the event of voting on a show of hands, in which case the Depositary shall vote, or cause shall instruct the Custodian to vote, all Shares and/or other Deposited Securities held under the terms of the Deposit Agreement in accordance with instructions timely received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or (y) in the event of voting on a poll, in which case the Depositary shall vote, or shall instruct the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Shares and/or Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders giving instructions. For the purpose of ADSs. Neither this Receipt and the Deposit Agreement, in the event that the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing receives an express instruction from a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders Holder as of the ADS Record DateDate to demand a poll with respect to any matter to be voted on by Holders of the American Depositary Shares, the Depositary shall notify the Chairman of the Company or a person designated by the Chairman of such instruction and request the Chairman of the Company or such designee to demand a poll with respect to such matters. The Company agrees that the Chairman of the Company or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with the instructions of the Holders of the American Depositary Shares. The Depositary has been advised that under Indian law, as in effect as of the date of the Deposit Agreement, voting of Shares is by show of hands (in which case each shareholder has one (1) for vote regardless of the sole purpose number of establishing quorum Shares owned) unless a poll is validly demanded and a proxy holder may not vote except in a poll vote. In addition, the Company's Articles of Association and Memorandum of Association, as in effect as of the date hereof, provide that a poll may be demanded at any general meeting by a meeting holder or holders holding (a) at least 10% of shareholdersthe total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such Holder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shares) with an aggregate paid-up capital of at least Rs.50,000, the Chairman of the Company or his designee may not be able to demand a poll at the instruction of Holders. The Company's Articles of Association and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman shall cast the deciding vote, in the event of a tie.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy in accordance with Section 4.9 of the Deposit Agreementproxy. The Depositary shall, if requested by the Company in writing in a timely manner by the Company (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containHolders: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and Memorandum of the Company Association and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given given, and (including an indication that instructions may be deemed to have been given in accordance with the last sentence d) summaries of (b) below if no instructions are received any materials and other documents provided by the Depositary prior Company for the purpose of enabling such Holders to the deadline set for exercise such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)voting rights. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the provisions of the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs held by such Holder, either (x) in the event of voting on a show of hands, in which case the Depositary shall vote, or cause shall instruct the Custodian to vote, all Shares and/or other Deposited Securities held under the terms of the Deposit Agreement in accordance with instructions timely received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or (y) in the event of voting on a poll, in which case the Depositary shall vote, or shall instruct the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Shares and/or Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders giving instructions. For the purpose of ADSs. Neither this Receipt and the Deposit Agreement, in the event that the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing receives an express instruction from a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders Holder as of the ADS Record DateDate to demand a poll with respect to any matter to be voted on by Holders of the American Depositary Shares, the Depositary shall notify the Chairman of the Company or a person designated by the Chairman of such instruction and request the Chairman of the Company or such designee to demand a poll with respect to such matters. The Company agrees that the Chairman of the Company or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with the instructions of the Holders of the American Depositary Shares. The Depositary has been advised that under Indian law, as in effect as of the date of the Deposit Agreement, voting of Shares is by show of hands (in which case each shareholder has one (1) for vote regardless of the sole purpose number of establishing quorum Shares owned) unless a poll is validly demanded and a proxy holder may not vote except in a poll vote. In addition, the Company’s Articles of Association and Memorandum of Association, as in effect as of the date hereof, provide that a poll may be demanded at any general meeting by a meeting holder or holders holding (a) at least 10% of shareholdersthe total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such Holder(s)’ American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)’ American Depositary Shares) with an aggregate paid-up capital of at least Rs.50,000, the Chairman of the Company or his designee may not be able to demand a poll at the instruction of Holders. The Company’s Articles of Association and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman shall cast the deciding vote, in the event of a tie.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the . The Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute mail to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to the terms of this Section, any applicable provisions of Dutch law, the provisions of the Deposit Agreement, the Articles of Association corporate charter and by-laws of the Company and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (.given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect In the event the notice of a number of ADSs representing an integral number of Deposited Securities. 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 days prior to the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavornot have any obligation to notify the Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association corporate charter and by-laws of the Company and the provisions of or governing the Deposited Securities, to vote, vote or cause to be voted the Custodian to vote, the number of Deposited Securities (in person or by proxy) represented by such the American Depositary Shares evidenced by the Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities 's Receipt in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) set forth in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersrequest.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company Estatutos and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles of Association of the Company and the provisions of Estatutos and the provisions of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company Estatutos and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles of Association of the Company and the provisions of Estatutos and the provisions of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty twenty (3020) calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of paragraph (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to purposes, and that the Depositary to give a discretionary proxy to a person designated by Holder’s ADSs will be voted in the Companysame manner as the majority of the shares voted upon the proposed resolution). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited SecuritiesSecurities of the shares voted upon the proposed resolution. In the event the notice of meeting and request of the Company is not received by the Depositary at least twenty (20) calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such voting instructions. If the Depositary timely receives voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) Holder which fail to specify the manner in the event voting takes place at a shareholders’ meeting by poll, which the Depositary will instruct the Custodian is to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by such Holder’s ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested will deem such Holder (unless otherwise specified in writing by the Company, represent all Deposited Securities (whether or not voting instructions notice distributed to Holders) to have been received instructed the Depositary to vote in respect of such Deposited Securities from Holders as favor of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersitems set forth in such voting instructions.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute distribute, as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association Association, as in effect on the date of the Companythis Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person board of directors of the Company or by proxy representing not less than one or more shareholder holding at least 10% of the paid-paid up voting share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 4.10 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association (Satzung) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles of Association (Satzung) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in In the Deposit Agreement or any ADR, event the Depositary may, to the extent not prohibited by law or regulations or by the requirements notice 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 calendar days prior to the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable not have any obligation to notify the Holders and permitted shall not under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to any circumstances vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, cause the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersbe voted.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). [The Depositary has been advised by the Company that under English the Cayman Islands law as in effect as of the date of the Deposit Agreement and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), of the Deposit Agreement) a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders holding at least ten percent of the Shares given a right to vote at the meeting, present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. proxy.] The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association as in effect on the date of the Company, Deposit Agreement voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association Incorporation of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association Incorporation of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s 's expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder's ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s 's ADSs as follows: (i) in In the event voting takes place at a shareholders’ ' meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders holders of ADSs who provided voting instructions, and (ii) in . In the event voting takes place at a shareholders’ ' meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementproxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s 's expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association and Memorandum of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given given, and (including an indication that instructions may be deemed to have been given in accordance with the last sentence d) summaries of (b) below if no instructions are received any materials and other documents provided by the Depositary prior Company for the purpose of enabling such Holders to the deadline set for exercise such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)voting rights. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote, vote or cause the Custodian to vote, vote the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: 's American Depositary Shares, either (ix) in the event of voting takes place at on a shareholders’ meeting by show of hands, in which case the Depositary will shall vote, or shall instruct the Custodian to vote vote, all Shares and/or other Deposited Securities held under the terms hereof in accordance with the voting instructions received from Holders of a majority of Holders of ADSs who provided the American Depositary Shares for which voting instructionsinstructions have been timely given to the Depositary, and or (iiy) in the event of voting takes place at on a shareholders’ meeting by poll, in which case the Depositary will shall vote, or shall instruct the Custodian to vote vote, the Shares and/or other Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from the Holders or as otherwise contemplated hereingiving instructions. Notwithstanding anything else contained hereinFor the purpose of this Section 4.10, in the event that the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities receives an express instruction from Holders a Holder as of the ADS Record DateDate to demand a poll with respect to any matter to be voted on by Holders of the American Depositary Shares, the Depositary shall notify the Chairman of the Company or a person designated by the Chairman of such instruction and request the Chairman or such designee to demand a poll with respect to such matters. The Company agrees that the Chairman or such designee will use their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with the instructions of the Holders of the American Depositary Shares. The Depositary has been advised that under Indian law, as in effect as of the date hereof, voting of Shares is by show of hands (in which case each shareholder has one (1) for vote regardless of the sole purpose number of establishing quorum Shares owned) unless a poll is validly demanded, and that a proxy holder may not vote except in a poll vote. In addition, the Company's Articles of Association and Memorandum of Association, as in effect as of the date hereof, provide that a poll may be demanded at any general meeting by a meeting holder or holders holding (a) at least 10% of shareholdersthe total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such Holder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shares) with an aggregate paid-up capital of at least Rs.50,000, the Chairman of the Company or his designee may not be able to demand a poll at the instruction of Holders. The Company's Articles of Association and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman of the Company shall cast the deciding vote, in the event of a tie.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (to the Depositary, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law as in effect as of the date of the Deposit Agreement and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), of the Deposit Agreement) a poll may be demanded by the chairman of the meeting, board of directors or by any shareholder or shareholders holding at least ten percent of the Shares given a right to vote at the meeting, present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.10 hereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association (Satzung) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association (Satzung) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) days prior to the date of such vote or meeting)) and as soon as reasonably practicable after receipt thereof, at the Company’s 's expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (including an indication that instructions may will be deemed to have been given in accordance with the last sentence of (bSection 4.10(b) below (if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in In the Deposit Agreement event the notice of meeting 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 vote and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least thirty (30) days prior to such meeting or vote, the meetingDepositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities, by cause the Deposited Securities to be voted or grant any shareholder or shareholders present in person or by discretionary proxy representing not less than 10% of the paid-up share capital of to the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s 's ADSs as follows: (i) in the event accordance with such voting takes place at instructions, either on a shareholders’ meeting by show of hands, in which case, the Depositary will shall vote or shall instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting giving instructions, and (ii) in the event voting takes place at or on a shareholders’ meeting by poll, in which case the Depositary will instruct shall vote or cause the Custodian to vote the Deposited Securities in accordance with the voting instructions as received from the Holders giving instructions. Under the Articles of ADSs. Neither Association of the Depositary nor Company (as in effect as of the Custodian shall under date hereof), a poll may be demanded at any circumstances exercise any discretion as meeting by (i) the chairman of the meeting, (ii) at least three shareholders present in person or by proxy and entitled to vote at the meeting, (iii) a shareholder or shareholders present in person or by proxy (1) who represent in the aggregate not less than 10% of the total voting and neither the Depositary nor the Custodian shall vote, attempt to exercise rights of all shareholders having the right to voteattend and vote at the meeting, or (2) who hold Shares conferring the right to attend and vote at the meeting on which there have been paid sums in any way make use ofthe aggregate equal to not less than 10% of the total sum paid up on all Shares conferring that right. The Depositary will not join in demanding a poll, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect requested to do so by Holders of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersADSs.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to the terms of this Section, any applicable provisions of Dutch law, the provisions of the Deposit Agreement, the Articles of Association corporate charter and by-laws of the Company and the provisions of, or governing, of the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person Person designated by the Company). Voting instructions may In the event the notice of meeting and request of the Company are not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not vote or cause to be given only in respect voted the Deposited Securities. Upon the written request of a number Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law and the provisions of ADSs representing an integral the corporate charter and by-laws of the Company and the provisions of the Deposited Securities, to vote or cause to be voted the number of Deposited SecuritiesSecurities represented by the American Depositary Shares evidenced by the Holder’s Receipt in accordance with the instructions set forth in such request. Notwithstanding anything contained in the this Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty twenty (3020) calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of paragraph (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to purposes, and that the Depositary to give a discretionary proxy to a person designated by Holder's ADSs will be voted in the Companysame manner as the majority of the shares voted upon the proposed resolution). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited SecuritiesSecurities of the shares voted upon the proposed resolution. In the event the notice of meeting and request of the Company is not received by the Depositary at least twenty (20) calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s 's ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such voting instructions. If the Depositary timely receives voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) Holder which fail to specify the manner in the event voting takes place at a shareholders’ meeting by poll, which the Depositary will instruct the Custodian is to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by such Holder's ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested will deem such Holder (unless otherwise specified in writing by the Company, represent all Deposited Securities (whether or not voting instructions notice distributed to Holders) to have been received instructed the Depositary to vote in respect of such Deposited Securities from Holders as favor of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersitems set forth in such voting instructions.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action actions if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Memorandum of Association and Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (including an indication that to the Depositary or in which voting instructions may be deemed to have been given in accordance with the last sentence of paragraph (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law the Memorandum of Association and the Articles of Association of the Company, Company (as in effect on the date hereof) voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will shall not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Memorandum of Association and Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders holders of ADSs who provided voting instructions, and (ii) in . In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither ADSs (to the Depositary nor intent and effect that, with respect to each matter or resolution to be voted upon at the meeting (a) the number of votes cast by the Custodian in favor of such matter or resolution shall under any circumstances exercise any discretion as be equal to voting and neither the Depositary nor the Custodian shall vote, attempt number of votes attaching to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from ADSs held by all Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, who have instructed the Depositary shallto vote in favor of such matter or resolution, if so requested in writing and (b) the number of votes cast by the Company, represent all Custodian against such matter or resolution shall be equal to the number of votes attaching to the Deposited Securities (whether represented by the ADSs held by all Holders who have instructed the Depositary to vote against such matter or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersresolution).

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date as soon as practicable after receipt of such vote or meeting)notice and the applicable additional proxy materials from the Company, at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication given; provided that, if, being advised by counsel, the Company determines that instructions the distribution of such notice to Holders would require a proposed transaction to be registered under the Securities Act, the Company may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by direct the Depositary prior not to the deadline set for distribute such purposes to notice and the Depositary to give shall not distribute such notice provided such instruction is received in a discretionary proxy to a person designated by the Company)timely manner. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the such voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll (before or on the declaration of the results of the show of hands) is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person board of directors of the Company or by proxy representing not less than one or more shareholders holding at least 10% of the paid-paid up voting share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action actions if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Memorandum of Association and Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (including an indication that to the Depositary or in which voting instructions may be deemed to have been given in accordance with the last sentence of paragraph (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law the Memorandum of Association and the Articles of Association of the Company, Company (as in effect on the date hereof) (a) voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company , and (in effect as of the date hereof), b) a poll may be demanded by the chairman of the meeting, by or any shareholder other member or shareholders members present in person or by proxy representing not less than holding at least 10% of the paid-up share capital in nominal value of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of ’s total issued shares giving the total voting rights or by not less than five shareholders present in person or by proxy right to attend and entitled to votevote at a meeting. The Depositary will shall not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Memorandum of Association and Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders holders of ADSs who provided voting instructions, and (ii) in . In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither ADSs (to the Depositary nor intent and effect that, with respect to each matter or resolution to be voted upon at the meeting (a) the number of votes cast by the Custodian in favor of such matter or resolution shall under any circumstances exercise any discretion as be equal to voting and neither the Depositary nor the Custodian shall vote, attempt number of votes attaching to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from ADSs held by all Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, who have instructed the Depositary shallto vote in favor of such matter or resolution, if so requested in writing and (b) the number of votes cast by the Company, represent all Custodian against such matter or resolution shall be equal to the number of votes attaching to the Deposited Securities (whether represented by the ADSs held by all Holders who have instructed the Depositary to vote against such matter or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersresolution).

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the . The Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute mail to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to the terms of this Section, any applicable provisions of Dutch law, the provisions of the Deposit Agreement, the Articles of Association corporate charter and by-laws of the Company and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect In the event the notice of a number of ADSs representing an integral number of Deposited Securities. 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 days prior to the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavornot have any obligation to notify the Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association corporate charter and by-laws of the Company and the provisions of or governing the Deposited Securities, to vote, vote or cause to be voted the Custodian to vote, the number of Deposited Securities (in person or by proxy) represented by such the American Depositary Shares evidenced by the Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities 's Receipt in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) set forth in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersrequest.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) the Deposit Agreement of any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the . The Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute mail to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to the terms of this Article, any applicable provisions of Dutch law, the provisions of the Deposit Agreement, the Articles of Association corporate charter and by-laws of the Company and the provisions of, of or governing, the governing Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may be given only in respect In the event the notice of a number of ADSs representing an integral number of Deposited Securities. 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 days prior to the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavornot have any obligation to notify the Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association corporate charter and by-laws of the Company and the provisions of or governing the Deposited Securities, to vote, vote or cause to be voted the Custodian to vote, the number of Deposited Securities (in person or by proxy) represented by such the American Depositary Shares evidenced by the Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities 's Receipt in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) set forth in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersrequest.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association (Satzung) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of Section (b18)(b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)purposes. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in In the Deposit Agreement or any ADR, event the Depositary may, to the extent not prohibited by law or regulations or by the requirements notice 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 calendar days prior to the meeting, by the Depositary shall not have any shareholder obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or shareholders present in person or by proxy representing not less than 10% of cause the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled Deposited Securities to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsbe voted. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles of Association (Satzung) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, vote or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association (Estatutos Sociales) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given a statement that, in accordance with the last sentence of paragraph (b) below below, if no instructions are received by the Depositary from a Holder prior to the deadline set for such purposes purposes, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCompany to vote the relevant Deposited Securities). Voting instructions may In the event the notice of meeting and request of the Company is not received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be given only obligated to use commercially reasonable efforts to effect the distributions set forth in respect clauses (a), (b) and (c) of a number this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall be obligated to distribute the voting materials contemplated herein to Holders of ADSs representing an integral number prior to the corresponding materials having been made publicly available to the holders of Deposited Securitiesshares in Argentina. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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.e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles Voting instructions may only be given in respect of Association a number of the Company, voting at any meeting ADSs representing an integral number of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsDeposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the provisions of the Articles of Association (Estatutos Sociales) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs for which no timely voting instructions are received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSsHolder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained hereinThe Depositary shall use commercially reasonable efforts to make cumulative voting available to Holders of ADSs, the Depositary shallinsofar as practicable and permitted under applicable law, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, vote or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association (Estatutos Sociales) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given a statement that, in accordance with the last sentence of paragraph (b) below below, if no instructions are received by the Depositary from a Holder prior to the deadline set for such purposes purposes, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCompany to vote the relevant Deposited Securities). Voting instructions may In the event the notice of meeting and request of the Company is not received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be given only obligated to use commercially reasonable efforts to effect the distributions set forth in respect clauses (a), (b) and (c) of a number this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall be obligated to distribute the voting materials contemplated herein to Holders of ADSs representing an integral number prior to the corresponding materials having been made publicly available to the holders of Deposited Securitiesshares in Argentina. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, in lieu of distribution distributions 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.e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles Voting instructions may only be given in respect of Association a number of the Company, voting at any meeting ADSs representing an integral number of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsDeposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the provisions of Articles of Association (Estatutos Sociales) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs for which no timely voting instructions are received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSsHolder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained hereinThe Depositary shall use commercially reasonable efforts to make cumulative voting available to Holders of ADSs, the Depositary shallinsofar as practicable and permitted under applicable law, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementproxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association and Memorandum of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given given, and (including an indication that instructions may be deemed to have been given in accordance with the last sentence d) summaries of (b) below if no instructions are received any materials and other documents provided by the Depositary prior Company for the purpose of enabling such Holders to the deadline set for exercise such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)voting rights. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote, vote or cause the Custodian to vote, vote the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: American Depositary Shares, either (ix) in the event of voting takes place at on a shareholders’ meeting by show of hands, in which case the Depositary will shall vote, or shall instruct the Custodian to vote vote, all Shares and/or other Deposited Securities held under the terms hereof in accordance with the voting instructions received from Holders of a majority of Holders of ADSs who provided the American Depositary Shares for which voting instructionsinstructions have been timely given to the Depositary, and or (iiy) in the event of voting takes place at on a shareholders’ meeting by poll, in which case the Depositary will shall vote, or shall instruct the Custodian to vote vote, the Shares and/or other Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from the Holders or as otherwise contemplated hereingiving instructions. Notwithstanding anything else contained hereinFor the purpose of this Section 4.10, in the event that the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities receives an express instruction from Holders a Holder as of the ADS Record DateDate to demand a poll with respect to any matter to be voted on by Holders of the American Depositary Shares, the Depositary shall notify the Chairman of the Company or a person designated by the Chairman of such instruction and request the Chairman or such designee to demand a poll with respect to such matters. The Company agrees that the Chairman or such designee will use their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with the instructions of the Holders of the American Depositary Shares. The Depositary has been advised that under Indian law, as in effect as of the date hereof, voting of Shares is by show of hands (in which case each shareholder has one (1) for vote regardless of the sole purpose number of establishing quorum Shares owned) unless a poll is validly demanded, and that a proxy holder may not vote except in a poll vote. In addition, the Company’s Articles of Association and Memorandum of Association, as in effect as of the date hereof, provide that a poll may be demanded at any general meeting by a meeting holder or holders holding (a) at least 10% of shareholdersthe total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such Holder(s)’ American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)’ American Depositary Shares) with an aggregate paid-up capital of at least Rs.50,000, the Chairman of the Company or his designee may not be able to demand a poll at the instruction of Holders. The Company’s Articles of Association and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman of the Company shall cast the deciding vote, in the event of a tie.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date as soon as practicable after receipt of such vote or meeting)notice and the applicable additional proxy materials from the Company, at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication given; provided that, if, being advised by counsel, the Company determines that instructions the distribution of such notice to Holders would require a proposed transaction to be registered under the Securities Act, the Company may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by direct the Depositary prior not to the deadline set for distribute such purposes to notice and the Depositary to give shall not distribute such notice provided such instruction is received in a discretionary proxy to a person designated by the Company)timely manner. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles of Association of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the such voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association (Satzung) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Companypurposes). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in In the Deposit Agreement or any ADR, event the Depositary may, to the extent not prohibited by law or regulations or by the requirements notice 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 calendar days prior to the meeting, by the Depositary shall not have any shareholder obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or shareholders present in person or by proxy representing not less than 10% of cause the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled Deposited Securities to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsbe voted. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, and the provisions of Articles of Association (Satzung) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall containDate: (a) such information as is contained in such notice of meetingmeeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of, of or governing, governing the Deposited Securities (which provisions, if any, shall have been be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing as to the manner in which such voting instructions may be given (given, including an indication that Holders for which the Depositary has not timely received voting instructions may will be deemed deemed, and the Depositary shall deem such Holders, to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)Company to vote the Shares or other Deposited Securities represented by such Holder’s ADSs in his or her discretion as set forth in paragraph (b) below. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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 publicize 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). The Depositary has been advised by the Company that under English the Cayman Islands law and the Articles of Association of the CompanyAssociation, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, board of directors of the Company or by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to voteproxy. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Upon the timely receipt of voting instructions from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders holders of ADSs who provided voting instructions, and (ii) in . In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of (i) the Deposit Agreement of any meeting at which the of holders of Deposited Securities are entitled to vote, Shares or (ii) solicitation of consents or proxies from holders of other Deposited Securities, the Depositary shall fix a record date for determining the ADS Record Date Holders entitled to give instructions for the exercise of voting rights as provided in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions existexists, distribute to the Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions terms of Section 4.10 of the Deposit Agreement, any applicable provisions of Dutch law, the Articles of Association corporate charter and by-laws of the Company and the provisions of, or governing, of the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the number of Deposited Securities represented by such Holder’s ADSs, their respective Receipts and (c) a brief statement addressing the manner in which such instructions may be given (given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the last sentence of (b) below the next paragraph if no instructions are received by the Depositary prior to the deadline set for such purposes purposes) to the Depositary to give a discretionary proxy to a person Person designated by the Company). Voting instructions may In the event the notice of meeting and request of the Company are not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not vote or cause to be given only in respect voted the Deposited Securities. Upon the written request of a number Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law and the provisions of ADSs representing an integral the corporate charter and by-laws of the Company and the provisions of the Deposited Securities, to vote or cause to be voted the number of Deposited SecuritiesSecurities represented by the American Depositary Shares evidenced by the Holder’s Receipt in accordance with the instructions set forth in such request. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded by the chairman of the meeting, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled Discretionary Proxy to voteManagement. The Depositary will not join , and the Depository shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares other than in demanding a poll, whether accordance with such instructions from the Holder or as provided below. The Depositary may not requested to do so by Holders of ADSsitself exercise any voting discretion over any Shares. Upon If the timely receipt Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall 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; provided, however, that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of ADSs as holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a Person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the immediately following paragraph and (ii) the Person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such Person shall not exercise the rights granted to such Person pursuant to the terms of such proxy in contravention of the ADS Record Date provisions of voting instructions clause (x) above in this paragraph. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company’s local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the manner specified proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares, and (b) a representation and indemnity letter from the Company (executed by a senior officer of the DepositaryCompany) (i) designating the Person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, not vote the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, Shares or cause the Custodian to vote, the other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting which specific instructions timely received from Holders or as otherwise contemplated hereinhave not been received. Legal Prohibitions. Notwithstanding anything else contained hereinin the Deposit Agreement, the Depositary shall, shall not have any obligation to take any action with respect to any meeting of holders of Shares or other Deposited Securities if so the taking of such action violates U.S. laws. The Company will take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of the Company’s U.S. counsel addressing any actions requested in writing to be taken if requested by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholdersDepositary.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) 30 calendar days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association (Satzung) of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company)purposes. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in In the Deposit Agreement or any ADR, event the Depositary may, to the extent not prohibited by law or regulations or by the requirements notice 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 and request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll may be demanded not received by the chairman of Depositary at least 30 calendar days prior to the meeting, by the Depositary shall not have any shareholder obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or shareholders present in person or by proxy representing not less than 10% of cause the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled Deposited Securities to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsbe voted. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, and the provisions of Articles of Association (Satzung) of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

ADS Voting Instructions. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Deposited Securities are entitled to vote, or (ii) solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreementhereof. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense ) and provided no U.S. legal prohibitions exist, distribute to Holders of record as of the ADS Record Date a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Articles of Association Bylaws of the Company and the provisions of, or governing, the Deposited Securities (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s 's ADSs, and (c) a brief statement addressing the manner in which such instructions may be given (including an indication that instructions may be deemed to have been given in accordance with the last sentence of subsection (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company). Voting instructions may In the event the notice of meeting and request of the Company is not received by the Depositary at least thirty (30) days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be given only in respect of a number of ADSs representing an integral number of Deposited Securitiesvoted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, at the written instructions of Company and to the extent not prohibited by law or law, regulations or by the requirements of the applicable stock exchange on which the ADSs are listedrequirements, 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 with a means 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). The Depositary has been advised by the Company that under English law and the Articles of Association of the Company, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the Articles of Association of the Company (in effect as of the date hereof), a poll Voting instructions may be demanded by the chairman given only in respect of the meeting, by any shareholder or shareholders present in person or by proxy a number of ADSs representing not less than 10% an integral number of the paid-up share capital of the Company, by any shareholder or shareholders present in person or by proxy representing not less than 10% of the total voting rights or by not less than five shareholders present in person or by proxy and entitled to vote. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSsDeposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles and the provisions of Association the Bylaws of the Company and the provisions of of, or governing, the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s 's ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided such voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.