Common use of Deposit of Shares Clause in Contracts

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Republic of South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. American Depositary Shares will represent Shares in bearer form unless the Holder notifies the Depositary in writing that it requests that Shares be held in registered form. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (including by electronic transfer thereof) in the case of Shares in registered form in favor of the Depositary by inscription of ownership of such Shares in the name of the Custodian in a share account maintained by the Custodian or in the case of Shares in bearer form in a share account maintained by the Custodian pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form reasonably satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for order the number of American Depositary Shares representing the Shares so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmation as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any (i) the governmental body agency in the The Republic of South Africa which France, if any, that is then performing the function of the regulation of currency exchange, and (ii) the governmental authority or body in The Republic of France, if any, that is then performing the function of the regulation of foreign ownership of French companies, and the Company agrees that it will not, and will not permit any of its affiliates to, deposit any Shares in respect of which any such necessary approval has not been granted. If required by the Depositary, Shares presented for deposit (including deposits by electronic transfer) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of any such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit holder of Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates Shares to the Custodian for deposit hereunder. Upon each delivery (including deposits by electronic transfer) to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (Depositary, which may be an include a legal opinion of issued by the Company’s Hong Kong counsel) , that any necessary approval has been granted by any governmental body in the Republic of South Africa Cayman Islands and Hong Kong, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications certifications, documents, other information and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositDeposited Shares. In addition, subject to the terms of Section 5.07, the Depositary and any Custodian may accept Shares for deposit from or on behalf of the Company or an affiliate of the Company, in the case of any distribution of Shares pursuant to Section 4.02, 4.03 or 4.08 of this Deposit Agreement, in each case when such deposit is made by delivery to such Custodian of certificates therefor, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to the Custodian, or delivery to such Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion Depositary, if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of counsel) the United Kingdom, and that any necessary approval has been granted by any the governmental authority or body in the Republic of South Africa United Kingdom, if any, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary, and if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purpose until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments and payments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedand payments specified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or or, with the prior written consent of the Company, at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (Depositary, which may be an include a legal opinion of issued by the Company's Hong Kong counsel) , that any necessary approval has been granted by any governmental body in the Republic of South Africa Cayman Islands and Hong Kong, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any the following: (A)(i) in the case of Shares issued in certificated form, appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the CustodianCustodian and (ii) in the case of Shares delivered by book-entry transfer, together with all confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, and (C) if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all conditions to such deposit have been met and any necessary approval has been granted by by, and there has been compliance with the rules and regulations of, any applicable governmental agency in Norway, including any governmental body in the Republic of South Africa Norway which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, distribution, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At , and (ii) if the requestShares are registered in the name of the person on whose behalf they are presented for deposit, risk and expense of any person proposing a proxy or proxies entitling the Custodian to deposit vote such deposited Shares, insofar as permitted under the laws of Norway and the articles of association (or similar document) of the Company, for any and all purposes until the account Shares are registered in the name of such personthe Depositary, the Custodian or any nominee. Subject to the terms and conditions of Section 2.09 hereof, the Depositary may issue Receipts against evidence of rights to receive certificates for Shares to be depositedfrom the Company, together with any appropriate instrument agent of the Company or instruments any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunderShares. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be practicably accomplished, present such certificate the Shares so deposited, together with the appropriate instrument or certificates instruments of transfer or endorsement, duly stamped, to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or a nominee, in each case for the account of the Owners, at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposit and such documentation and certification, if any, as the Depositary and the Company may require in order to comply with any applicable law. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval approval, if any, has been granted by the Central Bank or any governmental body in the Republic of South Africa which Brazil that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or its nominee of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary or (ii) a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under applicable laws, including U.S. or Brazilian securities laws. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of American Depositary Shares to any Owner. Without limitation to the foregoing, the Depositary shall not, and it shall instruct the Custodian not to, knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares), in each case together with all such certifications as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Russian Share Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for for, or other documents evidencing title to, Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates or other documents to the Company or the Foreign Russian Share Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall use its reasonable efforts to ensure that such transfer and recordation is promptly effected. The Depositary and the Custodian shall refuse to accept Shares for deposit whenever they have received notice from the Company that it has restricted transfer of those Shares to comply with any ownership restrictions under applicable law or the Charter of the Company. The Depositary shall comply with written instructions it has received from the Company that the Depositary should not accept Shares identified in those instructions at the times and under the circumstances reasonably specified in those instructions in order to facilitate the Company’s compliance with the securities laws in the United States. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, endorsement in a form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositShares to be deposited. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any by, or there has been compliance with the rules and regulations of, the governmental body agency in the Republic of South Africa Luxembourg, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary (on behalf of Holders) or at such other place or places as the Depositary shall determine.

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents above specified, such Custodian shallor its agents, as soon as promptly after receipt of evidence that such transfer and recordation can be have been accomplished, shall present such certificate or certificates or other documents as above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities , and the Company shall be held by the Depositary or by a Custodian for the account ensure that such transfer and to the order of the Depositary or at such other place or places as the Depositary shall determinerecordation is promptly effected.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by physical (and if available, book-entry) delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable transfer taxes and the fees and charges of the Depositary set forth herein) and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary so requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has approvals have been waived or granted by any governmental or quasi-governmental body in the Republic of South Africa Ecuador, including, without limitation, any such body which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Custodian, the Depositary, the Trustee or their respective nominees of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.the

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares), in each case together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents above specified, such Custodian or its agents shall, as soon promptly as transfer and recordation can be accomplishedpracticable, present such certificate or certificates or other documents as above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and any applicable lawlaws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its affiliates, subject to receive Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, in form reasonably satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the CustodianCustodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, together with all in any such certifications as may be required case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental body agency or agencies in the Republic of South Africa Korea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (2) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Notwithstanding the foregoing, no outstanding Shares shall be accepted for deposit hereunder unless (i) the Company shall have consented to such deposit or (ii) Korean counsel shall have advised the Depositary that the consent required under clause (i) above is no longer required under Korean laws and regulations. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. At the request, risk and expense of any person proposing to deposit holder of Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be depositeddeposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with any appropriate instrument or instruments of transfer and the other orders, instruments and evidence herein specified, for the purpose of forwarding such Share certificates orders, instruments and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate Shares (or certificates for Shares other Deposited Securities pursuant to Section 4.03, 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders' register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares Shares, or evidence of rights to receive Shares to the extent permitted by Section 2.09, may be deposited by delivery thereof (including by book-entry credit) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any the governmental body or bodies in Brazil which is or are then regulating currency exchange. Notwithstanding anything to the contrary in the Republic foregoing, prior to the effectiveness of South Africa which is then performing a registration statement under the function Securities Act relating to the American Depositary Shares (the “Effective Time”), any issuance of American Depositary Shares pursuant to this Deposit Agreement shall be subject to receipt by the Depositary of a duly executed and completed written certificate and agreement (“Depositor Certificate”), in substantially the form attached as Annex I hereto, by or on behalf of the regulation person who will be the beneficial owner of currency exchangethe American Depositary Shares to be issued upon deposit of such Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominees. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares Shares, if any, to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments documents herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates evidence of ownership to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into segregated accounts separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (Depositary, which may be an include a legal opinion of issued by the Company's Cayman and/or Chinese counsel) , that any necessary approval has been granted by any governmental body in the Republic of South Africa Cayman Islands and China, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposit and such documentation and certification, if any, as the Depositary and the Company may require in order to comply with any applicable law. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Republic of South Africa which each applicable jurisdiction that is then performing the function of the regulation of currency exchangeexchange or other function that requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the memorandum and articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the memorandum and articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.02, 4.03, 4.11 or 6.02.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, subject to Section 5.07 hereof) including the Depositary by delivery thereof to any Custodian hereunder, accompanied by any an appropriate instrument or instruments of transfer, transfer or endorsement, in a form reasonably satisfactory to the Custodian, Custodians together with (i) all such certifications and payments (including, without limitation, those referred to in Exhibit B hereto and amounts in respect of any applicable taxes, including Stamp Tax) or evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with Agreement and (ii) a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts through the Direct Registration System (or, if specifically requested, certificated Receipts for the number of American Depositary Shares representing such depositthe Shares so deposited. No Share Shares shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties, and (b) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary exemption is in force or approval has been granted by any by, or there has been compliance with the rules and regulations of, the governmental body agency in the Republic of South Africa United Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for the transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by (1) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares Shares, or to receive other property which any person in whose name the Shares are or have been recorded may registered thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (2) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Depositary or Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any person proposing wishing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of Shares to the account of the Custodian, together with any appropriate instrument or instruments of transfer other orders, instruments, evidence and the other instruments payments herein specified, for the purpose of forwarding such Share certificates Certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunderhereunder (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09), together with the other documents and the payments above specified, such Custodian shall, as soon as transfer and recordation registration can be accomplished, execute such documents in such manner as shall be necessary and present such certificate or certificates certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of the Shares) for transfer and registration of Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to for the order of the Depositary Depository, the Custodian or any of their nominees (on behalf of Holders) or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposit and such documentation and certification, if any, as the Depositary and the Company may require in order to comply with any applicable law. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Republic of South Africa which each applicable jurisdiction that is then performing the function of the regulation of currency exchangeexchange or other function that requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedspecified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the memorandum and articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the memorandum and articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. font-family:"Times New Roman";mso-fareast-font-family:"Times New Roman"; mso-ansi-language:EN-US;mso-fareast-language:EN-US;mso-bidi-language:AR-SA">Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.02, 4.03, 4.11 or 6.02.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all conditions to such deposit have been satisfied by the person depositing such Shares under Portuguese laws and regulations and any necessary approval has been granted by any governmental body in the Republic of South Africa Portugal which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedand payments specified above, such Custodian shall, as soon as transfer and recordation can be accomplishedwithout unreasonable delay, present such certificate or certificates evidence of the transfer of Shares to the Company or the Foreign Registrar, if applicable, Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or its nominee or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawthe last sentence of this paragraph, Shares Shares, or evidence of rights to receive Shares to the extent permitted by Section 2.09, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any the governmental body or bodies in the Republic of South Africa Korea, including those which is are then performing the function of the regulation of regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books shareholders' register of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Depositary to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Depositary or, subject to applicable law, its nominee. Notwithstanding the foregoing, no outstanding Shares shall be accepted for deposit hereunder unless (i) the Korean Securities and Exchange Commission shall have approved, and the Company shall have consented to, such deposit or (ii) the Company shall have notified the Depositary that the approval or consent required under (i) is no longer required under Korean laws and regulations. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates certificates, if any, or other documents of title, for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates certificates, if any, or other documents of title, to the Custodian for deposit hereunder. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in any violation of the Articles of Incorporation of the Company or applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates certificates, if any, or other documents of title, for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates evidence of ownership to the Company Company, the Foreign Registrar or the Foreign Registrarrelevant CSD, if applicable, for transfer and recordation of the Shares being deposited on the shareholders' register or the books of the CSD, if applicable, in the name of the Depositary or or, subject to applicable law, its nominee at the cost and expense of the person making such deposit (or for whose benefit such Custodian or its nomineedeposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall shall, subject to applicable law, be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) confirmation of the Delivery of such Shares to the Custodian or confirmation that irrevocable instructions have been given to cause the Delivery of such Shares to the Custodian, and(B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, together with a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person or persons person(s) stated in such order, a Receipt or Receipts for order the number of American Depositary ADSs representing the Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any all necessary approval approvals have been granted by, or there has been granted by compliance with the rules and regulations of, any governmental body competent authority in Belgium, and (E) if the Republic of South Africa which is then performing the function of the regulation of currency exchange. If required by the DepositaryDepositary so requires, Shares presented for deposit at any time(i) an agreement, whether assignment or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, Depositary or the Custodian which will provide provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any dividenddistribution, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited SharesShares or, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, (ii) if applicable, for transfer and recordation of the Shares being deposited are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities except as contemplated by Section 2.15 nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or its nominee the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Belgium and any necessary approval has been granted by any competent authority in Belgium, if any. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act of 1933, unless (i) a registration statement is in effect as to such Custodian Shares or its nomineeother securities or (ii) the deposit is made upon terms contemplated in Section 2.15, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association. Deposited Securities For purposes of the foregoing sentence, the Depositary shall be held entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary or by a Custodian reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the account and to Company's compliance with the order securities laws of the Depositary or at such other place or places as the Depositary shall determineUnited States.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and any applicable lawlaws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its affiliates, subject to receive Section 6.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, in form reasonably satisfactory to such Custodian, (ii) electronic transfer, of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the CustodianCustodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, together with all in any such certifications as may be required case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any the governmental body agency or agencies in the Republic of South Africa Korea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by exchange and (2) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. Notwithstanding the foregoing, no outstanding Shares shall be accepted for deposit hereunder unless (i) the Securities and Exchange Commission of Korea shall have approved, and the Company shall have consented to, such deposit or (ii) the Company shall have notified the Depositary that the approval or consent required under clause (i) above is no longer required under Korean laws and regulations. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. At the request, risk and expense of any person proposing to deposit holder of Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be depositeddeposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with any appropriate instrument or instruments of transfer and the other orders, instruments and evidence herein specified, for the purpose of forwarding such Share certificates orders, instruments and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate Shares (or certificates for Shares other Deposited Securities pursuant to Section 4.03, 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders’ register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea.

Deposit of Shares. American Depositary Shares will represent Shares in bearer form unless the Holder notifies the Depositary in writing that it requests that Shares be held in registered form. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (including by electronic transfer thereof) in the case of Shares in registered form in favor of the Depositary by inscription of ownership of such Shares in the name of the Custodian in a share account maintained by the Custodian or in the case of Shares in bearer form in a share account maintained by the Custodian pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form reasonably satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for order the number of American Depositary Shares representing the Shares so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmation as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any (i) the governmental body agency in the The Republic of South Africa which France, if any, that is then performing the function of the regulation of currency exchange, and (ii) the governmental authority or body in The Republic of France, if any, that is then performing the function of the regulation of foreign ownership of French companies, and the Company agrees that it will not, and will not permit any of its affiliates to, deposit any Shares in respect of which any such necessary approval has not been granted. If required by the Depositary, Shares presented for deposit (including deposits by electronic transfer) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of any such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the requestrequest and, risk and expense of any person proposing to deposit holder of Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates Shares to the Custodian for deposit hereunder. Upon each delivery (including deposits by electronic transfer) to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, and in the case of Shares in registered form, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts through the Direct Registration System (or, if specifically requested, certificated Receipts) for the number of American Depositary Shares representing such deposit. Shares in the form of share warrants to bearer issued in exchange for common stock, par value US$0.01 per share ("AirTouch Shares"), of AirTouch, pursuant to the Agreement and Plan of Merger dated as of January 15, 1999, (the "Merger Agreement"), by and among Vodafone Group Public Limited Company ("Vodafone"), AirTouch and Apollo Merger Sub, Inc., shall be deposited under this Deposit Agreement in accordance with procedures set forth in the Procedures Agreement attached as Exhibit B hereto, dated as of June 30, 1999 (the "Procedures Agreement"), among the Issuer, AirTouch, the Depositary and EquiServe Limited Partnership, as Exchange Agent. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any the governmental body in the Republic of South Africa England, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company Issuer (or the Foreign Registrar, if applicable, ) for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawthe last sentence of this paragraph, Shares Shares, or evidence of rights to receive Shares to the extent permitted by Section 2.09, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts through the Direct Registration System (or, if specifically requested, certificated Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any the governmental body or bodies in the Republic of South Africa Korea, including those which is are then performing the function of the regulation of regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books shareholders' register of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Depositary to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Depositary or, subject to applicable law, its nominee or the Custodian or its nominees. Notwithstanding the foregoing, no outstanding Shares shall be accepted for deposit hereunder unless (i) the Korean Securities and Exchange Commission shall have approved, and the Company shall have consented to, such deposit or (ii) the Company shall have notified the Depositary that the approval and consent required under (i) are no longer required under Korean laws and regulations. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates certificates, if any, or other documents of title, for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates certificates, if any, or other documents of title, to the Custodian for deposit hereunder. The Depositary and the Custodian shall each refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in a violation of the Articles of Incorporation of the Company or applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates certificates, if any, other documents of title, for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates evidence of ownership to the Company or the Foreign RegistrarRegistrar or the relevant CSD, if applicable, for transfer and recordation of the Shares being deposited on the shareholders' register or the books of the CSD, if applicable, in the name of the Depositary or or, subject to applicable law, its nominee at the cost and expense of the person making such deposit (or for whose benefit such Custodian or its nomineedeposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall shall, subject to applicable law, be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with and all such certifications certifications, documents, other information and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts Receipts, for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all conditions to such deposit have been satisfied by the person depositing such Shares under Italian laws and regulations and any necessary approval has been granted by any governmental body in the Republic of South Africa Italy which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments and payments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specifiedand payments specified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares), in each case together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Global Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At Notwithstanding anything to the requestcontrary in the foregoing, risk and expense prior to the effectiveness of any person proposing a registration statement under the Securities Act of 1933 relating to the Global Depositary Shares (the ‘‘Effective Time’’), Shares shall not be accepted for deposit Shares, and for the account of such person, unless the Depositary may receive certificates for has received a duly executed and completed written certificate and agreement (‘‘Depositor Certificate’’), in substantially the form attached as Annex I hereto, by or on behalf of the person who will be the beneficial owner of the Global Depositary Shares to be deposited, together with any appropriate instrument or instruments issued upon deposit of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunderShares. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents above specified, such Custodian or its agents shall, as soon promptly as transfer and recordation can be accomplishedpracticable, present such certificate or certificates or other documents as above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations (ii) any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, or its agents shall present such certificate or certificates or other documents as above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities , and the Company shall be held by the Depositary or by a Custodian for the account ensure that such transfer and to the order of the Depositary or at such other place or places as the Depositary shall determinerecordation is promptly effected.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary exemption is in force or approval has been granted by or there has been compliance with the rules and regulations of any governmental body in the Republic of South Africa United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer practicabletransfer and recordation can be accomplished, present such certificate or certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form reasonably satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares), in each case together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts through the Direct Registration System (or, if specifically requested, certificated Receipts) for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that (which may be an opinion of counseli) that any necessary approval has been granted by any governmental body in the Republic of South Africa Russian Federation which is then performing the function of the regulation of currency exchange, and (ii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid, (iii) the approval necessary for the establishment of the American Depositary Receipt program has been granted by the governmental body in the Russian Federation which is performing the function of the securities regulation authority; and (iv) as a result of such deposit the total number of the deposited Shares would not exceed the number of Shares allowed for the deposit by the governmental body in the Russian Federation which is performing the function of the securities regulation authority. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents above specified, such Custodian shallor its agents, as soon as transfer and recordation can be accomplished, shall present such certificate or certificates or other documents as above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities , and the Company shall be held by the Depositary or by a Custodian for the account ensure that such transfer and to the order of the Depositary or at such other place or places as the Depositary shall determinerecordation is promptly effected.

Deposit of Shares. American Depositary Shares will represent Shares in bearer form unless the Holder notifies the Depositary in writing that it requests that Shares be held in registered form. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (including by electronic transfer thereof) in the case of Shares in registered form in favor of the Depositary by inscription of ownership of such Shares in the name of the Custodian in a share account maintained by the Custodian or in the case of Shares in bearer form in a share account maintained by the Custodian pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form reasonably satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for order the number of American Depositary Shares representing the Shares so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmation as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any (i) the governmental body agency in the The Republic of South Africa which France, if any, that is then performing the function of the regulation of currency exchange, and (ii) the governmental authority or body in The Republic of France, if any, that is then performing the function of the regulation of foreign ownership of French companies, and the Company agrees that it will not, and will not permit any of its affiliates to, deposit any Shares in respect of which any such necessary approval has not been granted. If required by the Depositary, Shares presented for deposit (including deposits by electronic transfer) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of any such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit holder of Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates Shares to the Custodian for deposit hereunder. Upon each delivery (including deposits by electronic transfer) to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Republic of South Africa England which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with any appropriate instrument or instruments of transfer and the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Notwithstanding anything herein to the contrary, the Depositary shall have no obligation to accept Shares for deposit hereunder from any person or entity identified by the Company as holding Restricted Securities except upon compliance with the provisions of Section 5.12 hereof. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.