Common use of Deposit with Custodian Clause in Contracts

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. (A) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, (B) if the Depositary so requires, 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 the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsIndia, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated by Section 2.14) 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands India and any necessary approval has been granted by any applicable governmental body in The NetherlandsIndia, if any. In particular, which is then performing and without limiting the function generality of the regulator foregoing, the Depositary agrees to comply, and will cause the Custodian to comply, with the numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of currency exchangeADRs under the "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended" issued by the Indian Ministry of Finance. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this ADS Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 ADS Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsRepublic of France, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this ADS 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 in Section 2.13 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Republic of France and any necessary approval has been granted by any applicable governmental body in The NetherlandsRepublic of France, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, the Cayman Islands and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.13) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless a registration statement is in effect as to cause the transfer of such Shares to or other Deposited Securities, or any Shares or other Deposited Securities the account deposit of which would violate any provisions of the CustodianAmended and Restated Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, together the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this 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 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsSwitzerland, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 in Section 2.13) 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 Certificated ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Switzerland and any necessary approval has been granted by any applicable governmental body in The NetherlandsSwitzerland, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, of the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and 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 AgreementAgreement and applicable law, (BC) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Republic of India, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of India and any necessary approval has been granted by any governmental body in The Netherlandsthe Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.14) 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.13) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Commission number 333-116172) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons' expense, satisfactory to the Depositary and the Company that such Shares and the issuance of the regulator ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of currency exchangesuch Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law and (ii) in the case of a deposit of Shares requested under this Section 2.3, if such deposit is not permitted under any restriction notified by the Company to the Depositary from time to time. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, the Depositary shall issue ADRs for delivery at the Depositary's Office against delivery or transfer to the Custodian of: (a) Shares by credit to the account of the Custodian with a Clearing Agent or evidence as the Custodian may otherwise specify; or (b) subject to the provisions of Section 4.3 below, rights to receive Shares. ADRs issued upon the deposit of rights to receive Shares in accordance with clause (other than Restricted Securitiesb) may be of this Section 3.1 are hereinafter referred to as "Pre-Released ADRs", and each such issuance as a "Pre-Release", until such time as Shares are deposited by with the Custodian in accordance with clause (a) of this Section 3.1. In connection with any person (including such deposit, the Depositary or the Custodian may require a written order from the person making such deposit specifying the person or persons in its individual capacity but subject, however, whose name the ADRs are to be issued (a "Delivery Order"). Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of the Company or any Affiliate of the CompanyShares issued in certificated form, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary such Shares or the Company are closedcertificates representing such Shares and an executed instrument of transfer thereof in favour of such person as the Custodian may direct and (ii) in the case of Shares delivered by book-entry transfer, by Delivery confirmation of the Shares in bearer form with the related dividend sheets such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, any applicable taxes and governmental charges and the Depositary's fees fees, and related chargescharges in accordance with Exhibit B) 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 Depositary, Custodian or any Clearing Agent, as the Custodian case may be, in accordance with the provisions of this Deposit Agreement, (BC) if the Depositary so requires, 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 an ADR or Receipts ADRs for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be include an opinion of counselcounsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that all conditions to such deposit have been met and all necessary approvals have been granted by, or and there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsIreland, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securities. Without limiting any other provision registered in the name of this Deposit Agreementthe Depositary, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) or any Restricted Securities 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 ADSsnominee. No Share shall be accepted for deposit unless accompanied by confirmation or such additional evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Ireland and any necessary approval has been granted by any governmental body in The NetherlandsIreland, if any, which is then performing the function of the regulator of currency exchange. The Subject to Section 4.3, the Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any Clearing Agent, the Foreign Registrar, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf Without limitation of the holder thereofforegoing, the Depositary shall not knowingly accept for deposit under this Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares. At The Depositary will use commercially reasonable efforts to comply with reasonable written instructions of the requestCompany that the Depositary shall not accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws in the United States or its contractual obligations. As soon as practicable after receipt of any permitted deposit hereunder and compliance with the provisions of this Agreement, risk the Custodian shall present the Shares so deposited, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped, to the Foreign Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of any holder the person for whom the deposit is made) in the name of Sharesthe Depositary, the Custodian or a nominee of either. 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 Holders and Beneficial Owners, at such holderplace or places as the Depositary or the Custodian shall determine. In the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may receive be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the issuance of such ADSs and to ensure that such ADSs are not fungible with other ADSs issued hereunder until such time as the entitlement of the Shares represented by such non-fungible ADSs equals that of the Shares represented by ADSs prior to the original such deposit. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be deposited, evidence that issued contain rights different from those of any other Shares have been electronically transferred or that irrevocable instructions have been given to cause theretofore issued and shall assist the transfer Depositary with the establishment of procedures enabling the identification of such non-fungible Shares upon delivery to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares in bearer form with to the related dividend sheets Custodian. Every deposit of Shares shall be accompanied by the following: (A) confirmation of book-entry transfer of the Shares to the Custodian and that the Shares have been registered in the securities account maintained by name of the Custodian for Custodian, the Depositary or any of their respective nominees or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred and that the Shares have been registered in the name of the Custodian, the Depositary or any of their respective nominees, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsNorway, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.14 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Norway and any necessary approval has been granted by any applicable governmental body in The NetherlandsNorway, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) appropriate instruments of transfer or endorsement, in bearer a form with the related dividend sheets satisfactory to the Custodian and (ii) in the securities account maintained case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counselcounsel provided, that the Company shall not be required to pay the costs of obtaining any such opinion) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe United Kingdom, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the United Kingdom and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe United Kingdom, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares (other than Restricted Securities) or evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares, excluding evidence of the right to receive (i) Shares to be distributed in a dividend or free distribution of Shares, (ii) Shares with respect to which the full purchase price has not been paid, (iii) Shares as to which preemptive rights have theretofore not been validly waived or exercised or (iv) Restricted Shares, from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other than Restricted Securities) entity involved in ownership or transaction records in respect of the Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrars, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor except as contemplated in Section 2.13 or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the applicable laws and regulations of The Netherlands and any necessary approval has been granted by any applicable governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchangebody. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of Shares may be deposited under this Deposit Agreement and applicable law, Shares or evidence by the execution of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary a Poliza in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books favor of the Depositary or its nominee and delivery thereof and, if required to effectuate the Company are closedlegal transfer of title of a security under Spanish law and not otherwise delivered, by Delivery of the certificates representing such Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. (A) such certifications together with any other documents and payments (including, without limitation, the Depositary's fees and related charges) 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 under this Deposit Agreement, (B) if and written instructions, substantially in the Depositary so requiresform of, a written order or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order instructions a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory corresponding to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive accept Shares to be depositeddeposited under this Agreement upon the execution of a Poliza in favor of the Depositary or its nominee and delivery thereof and, evidence that Shares have been electronically transferred or that irrevocable instructions have been given if required to cause effectuate the legal transfer of title of a security under Spanish law and not otherwise delivered, certificates representing such Shares to the account of the Custodian, Depositary in each case together with any other documents and payments required under this Deposit Agreement, and written instructions, substantially in the other ordersform of, instruments or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary to execute and evidence herein specifieddeliver to, or upon the written order of, the person or persons stated in such instructions a Receipt or Receipts for the number of American Depositary Shares corresponding to such deposited Shares, for the purpose of forwarding such Shares Share certificates and Poliza to the Custodian for deposit hereunder. No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental authority or body in Spain that is then performing the function of the regulation of currency exchange and the governmental authority or body in Spain that is then performing the function of monitoring the level of foreign ownership of the Shares. Neither the Depositary nor the Custodian shall accept for deposit a number of Shares that would result in the issuance of a fractional American Depositary Share.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsAustralia, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Australia and any necessary approval has been granted by any applicable governmental body in The NetherlandsAustralia, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of such Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe United Kingdom, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of such Shares for any and all purposes until such Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (except as contemplated by Section 2.13), (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the United Kingdom and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe United Kingdom, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred unless in compliance with the terms of Section 2.13 or that irrevocable instructions have been given unless a registration statement is in effect as to cause the transfer of such Shares to or other Deposited Securities, or (B) any Shares or other securities the account deposit of which would violate any provisions of the CustodianMemorandum and Articles of Association of the Company. For purposes of the foregoing sentence, together the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subjectby delivery thereof to the Custodian, however, accompanied by the following: (a) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Company or any Affiliate Custodian, (b) in the case of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, Shares represented by Delivery of the Shares certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (c) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, together with (Ai) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or 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 such Custodian in accordance with the provisions of this Deposit Agreement, Agreement and (Bii) if the Depositary so requires, a written order directing the Depositary to execute issue 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 the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (C1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are not Restricted Securities. Without limiting any other provision registered in the name of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share 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 or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofits nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or other Deposited Securities), upon each delivery to a Custodian of Shares to be deposited hereunder (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Without limiting any other provision of this 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 2.11 hereof) nor (b) 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 or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (d) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The United Kingdom (which evidence may be an opinion of counsel) and (ii) any necessary approval has been granted by any applicable governmental body in The United Kingdom, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsGermany, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares (subject to the terms of the Deposit Agreement, including, without limitation, Section 4.10 of the Deposit Agreement) for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.14) 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Germany and any necessary approval has been granted by any applicable governmental body in The NetherlandsGermany, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Company's Articles of Association and By-laws. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of such Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that (i) all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe United Kingdom and (ii) there has been compliance with applicable United States securities laws, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of such Shares for any and all purposes until such Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (except as contemplated by Section 2.13), (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the United Kingdom and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe United Kingdom, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred unless in compliance with the terms of Section 2.13 or that irrevocable instructions have been given unless a registration statement is in effect as to cause the transfer of such Shares to or other Deposited Securities, or (B) any Shares or other securities the account deposit of which would violate any provisions of the CustodianMemorandum and Articles of Association of the Company. For purposes of the foregoing sentence, together the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) 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 Company’s compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and ---------------------- conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, -------- ---- Restricted Shares may be deposited only upon the terms contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, of the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Republic of India, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of India and any necessary approval has been granted by any governmental body in The Netherlandsthe Republic of India, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred; (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, Agreement and applicable law; (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, ; (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, the Banco Central do Brasil , the Comissao de Valores Mobiliarios and any other applicable governmental agency in The Netherlands, Brazil; and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Brazil and any necessary approval has been granted by any applicable governmental body in The NetherlandsBrazil, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsJapan, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor Securities, (b) any fractional Shares or fractional Deposited Securities nor Securities, or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Japan and any necessary approval has been granted by any applicable governmental body in The NetherlandsJapan, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares issued by the Company (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, and (A) appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, or, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, (BC) if the Depositary so requires, 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 the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsJapan, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, dividend or distribution or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the CustodianCustodian 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 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. Any person The Depositary and the Custodian will each refuse to accept for physical deposit Shares or other securities that it reasonably believes to be Restricted Securities. Persons depositing Shares, other than the Company depositing Shares hereunder shall constituting a free distribution of Shares by way of dividend or stock split, will be deemed required to represent present appropriate evidence (including opinions of counsel if requested) satisfactory to the Depositary and the Company that such Shares and the Shares deposited issuance of the ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept physical deposit of Shares for deposit whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under 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 Receipts to any Holder. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Shares or fractional Deposited Securities nor (cb) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Japan and any necessary approval has been granted by any governmental body in The NetherlandsJapan, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of Shares may be deposited under this Deposit Agreement and applicable law, Shares or evidence by the execution of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary Transfer Documents in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books favor of the Depositary or the Company are closed, by its nominee and Delivery of the such Shares in bearer form with the related dividend sheets and delivery of such Transfer Documents to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. (A) such certifications Custodian, together with any other documents and payments (including, without limitation, the Depositary's fees and related charges) 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 under this Deposit Agreement, (B) if and written instructions, substantially in the Depositary so requiresform of, a written order or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order instructions a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory corresponding to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive accept Shares to be deposited, evidence that Shares have been electronically transferred deposited under this Agreement upon execution of Transfer Documents in favor of the Depositary or that irrevocable instructions have been given to cause the transfer its nominee and Delivery of such Shares and delivery of such Transfer Documents to the account of the CustodianDepositary, together with any other documents and payments required under this Deposit Agreement, and written instructions, substantially in the other ordersform of, instruments or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary to execute and evidence herein specifieddeliver to, or upon the written order of, the person or persons stated in such instructions a Receipt or Receipts for the number of American Depositary Shares corresponding to such deposited Shares, for the purpose of forwarding such Shares Share certificates (if any) and Transfer Documents to the Custodian for deposit hereunder. No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental authority or body in Spain that is then performing the function of the regulation of currency exchange and the governmental authority or body in Spain that is then performing the function of monitoring the level of foreign ownership of the Shares. Neither the Depositary nor the Custodian shall (i) accept for deposit a number of Shares that would result in the issuance of a fractional American Depositary Share or (ii) accept for deposit any Shares that would require that an American Depositary Share represent the right to receive underlying Shares having different rights to distributions.

Deposit with Custodian. The Company or any other person acting on behalf of the Company will, subject to the Scheme of Arrangement becoming effective, make the Initial Deposit by Delivery to the Custodian of Shares, registered in the name of the Depositary or its nominee (as directed by the Depositary) who will be the holder of record of all such Shares. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not, accept Shares for deposit under this Deposit Agreement and applicable lawsubsequent to the Initial Deposit other than (i) Shares issued to the person in whose name Deposited Securities are recorded (the "Registered Shareholder") as a dividend or free distribution upon such Deposited Securities pursuant to Section 4.2 (including a bonus issue of Shares), (ii) Shares acquired by the Registered Shareholder, Holders or Beneficial Owners from the Company through the exercise of rights, warrants or options distributed by the Company to such persons in respect of Deposited Securities, (iii) securities issued by the Company to the Registered Shareholder as such in respect of Deposited Securities as a result of reclassification of Shares or evidence of rights other Deposited Securities or similar event pursuant to receive Shares Section 4.11, and (other than Restricted Securitiesiv) as may otherwise be deposited permitted by any person (including applicable law and agreed by the Company and the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, writing from time to Section 5.7 hereof) time. Permitted deposits may be made at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, and (A) (in bearer the case of Shares represented by certificates issued in registered form) appropriate instruments of transfer or endorsement, in a form with the related dividend sheets satisfactory to the Custodian or, (in the securities account maintained case of Shares represented by certificates in bearer form) of the Custodian for such purpose at NECIGEF. requisite coupons and talons pertaining thereto, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Global Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsIndia, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS GDS to Shares ratio would give rise to fractional ADSs. GDSs nor (d) any Shares whenever it has been notified by the Company (and the Company hereby agrees to provide such notification in writing to the Depositary and the Custodian) that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.5 or that such deposit would result in any violation of applicable laws.. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands India and any necessary approval has been granted by any governmental body in The NetherlandsIndia, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, and (A) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (B) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name NECIGEF Participant who Delivers the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian and (ii) if the Shares are recorded in the name of the NECIGEF Participant 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 not Restricted Securitiesrecorded in the name of the Custodian. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person NECIGEF Participant depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. NECIGEF (A) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, (B) if the Depositary so requires, 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 the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this ---------------------- Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, and (A) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (B) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name NECIGEF Participant who Delivers the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian and (ii) if the Shares are recorded in the name of the NECIGEF Participant 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 not Restricted Securitiesrecorded in the name of the Custodian. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person NECIGEF Participant depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares issued by the Company (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, and (A) appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, or, (B) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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, (BC) if the Depositary so requires, 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 the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsJapan, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, dividend or distribution or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the CustodianCustodian 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 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. Any person The Depositary and the Custodian will each refuse to accept for physical deposit Shares or other securities that it reasonably believes to be Restricted Securities. Persons depositing Shares, other than the Company depositing Shares hereunder shall constituting a free distribution of Shares by way of dividend or stock split, will be deemed required to represent present appropriate evidence (including opinions of counsel if requested) satisfactory to the Depositary and the Company that such Shares and the Shares deposited issuance of the ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept physical deposit of Shares for deposit whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under 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 Receipts to any Holder. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Shares or fractional Deposited Securities nor (cb) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Japan and any necessary approval has been granted by any governmental body in The NetherlandsJapan, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsEngland and Wales, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.14) 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 Share 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 the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands England and Wales and any necessary approval has been granted by any applicable governmental body in The Netherlands, England and Wales if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. 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 (including i) delivery of certificates therefor to the Depositary in its individual capacity but subjectCustodian, howeveraccompanied by an appropriate instrument or instruments of transfer or endorsement, in form satisfactory to the case Custodian, (ii) electronic transfer of Shares through Indeval to the account of the Company Custodian maintained for such purpose or any Affiliate of the Company, to Section 5.7 hereof(iii) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets delivery to the Custodian in the securities account maintained by of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any case accompanied by appropriate instructions for such purpose at NECIGEF. (A) transfer in a form satisfactory to the Custodian, together with all such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, (B) and, if the Depositary so requires, together with a written order 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 Receipts, for the number of American Depositary Shares representing the such deposited Shares. No Shares so deposited, (C) shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that all any necessary approvals have approval has been granted byby the governmental authority or body in Mexico, if any, which is then performing the functions of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the books of the Issuer (or those maintained by Indeval) are closed, shall also be accompanied by an agreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved Issuer shall have no responsibility in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofthis regard. At the request, request and risk and expense of any holder of SharesHolder, and for the account of such holderHolder, the Depositary may receive certificates for the Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments documents and evidence payments herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. Upon each delivery to the Custodian of a certificate or certificates for Shares or of Shares by electronic transfer (or delivery of certificates for or electronic transfer of other Deposited Securities pursuant to Sections 4.03, 4.04 and 4.08) to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, the custodian shall, as soon as is practicable, obtain confirmation of the recordation of transfer of such Shares (or other Deposited Securities) in the name of the Custodian or its nominee at the cost and expense of the person making the deposit (or for whose benefit such deposit is made).

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.13 hereof) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other Deposited Securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other Deposited Securities or (ii) the deposit is made upon the terms contemplated in Section 2.13 hereof, or (B), any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in bearer the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form with satisfactory to the related dividend sheets Custodian, and (ii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsBrazil, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares pursuant to the instruction of the Depositary (if any) issued in accordance with Section 4.10, for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.14) 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 Share 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 the Custodian that all conditions to such deposit deposit, if any, have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Brazil and any necessary approval has been granted by any applicable governmental body in The NetherlandsBrazil, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) hereof at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, and (A) appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping stamping, receipts from payment of transfer taxes 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsFinland, and (DE) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the theo prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Finland and any necessary approval has been granted by any governmental body in The NetherlandsFinland, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary NECIGEF or the Company Share Registrar, if any, are closed, by electronic Delivery of the Shares to the Custodian, and (A) appropriate instruments of transfer or endorsement, in bearer a form with the related dividend sheets satisfactory to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded who delivers to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred; (AB) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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, Agreement and applicable law; (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, ; (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, the Banco Central do Brasil, the Comissão de Valores Mobiliários and any other applicable governmental agency entity in The Netherlands, Brazil; and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Brazil and any necessary approval has been granted by any applicable governmental body in The NetherlandsBrazil, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subjectby delivery thereof to the Custodian, however, accompanied by the following: (a) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Company or any Affiliate Custodian, and (b) in the case of the CompanyShares delivered by book-entry transfer, to Section 5.7 hereof) at any time, whether or not the confirmation of such book-entry transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, together with (Ai) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or 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 such Custodian in accordance with the provisions of this Deposit Agreement, Agreement and (Bii) if the Depositary so requires, a written order directing the Depositary to execute issue 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 the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (C1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are not Restricted Securities. Without limiting any other provision registered in the name of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share 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 or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofits nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or other Deposited Securities), upon each delivery to the Custodian of Shares to be deposited hereunder (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Without limiting any other provision of this 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 2.12 hereof) nor (b) 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 or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (d) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The United Kingdom and Jersey (which evidence may be an opinion of counsel) and (ii) any necessary approval has been granted by any applicable governmental bodies in The United Kingdom and Jersey, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, Restricted Shares may be deposited only upon the terms contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, of the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, (AB) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Republic of India, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 or under applicable laws 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of India and any necessary approval has been granted by any governmental body in The Netherlandsthe Republic of India, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 in Section 2.13 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in bearer the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form with satisfactory to the related dividend sheets Custodian, and (ii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsKorea, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 in Section 2.12) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Korea and any necessary approval has been granted by any applicable governmental body in The NetherlandsKorea, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Notwithstanding the requestforegoing, risk no Shares shall be accepted for deposit as contemplated by this Section 2.3 (each such deposit, a "Proposed Deposit") unless the Company shall have consented to such deposit. The Company hereby consents to any Proposed Deposit to the extent that, after giving effect to such Proposed Deposit, the number of Shares on deposit hereunder does not exceed the aggregate of (i) the number of Shares deposited by the Company in connection with the establishment of this ADR facility (including the exchange of previously issued depositary shares for ADSs issued hereunder), (ii) the number of Shares deposited by the Company in connection with all subsequent offerings by the Company of ADSs and expense (iii) the number of Shares deposited by any holder person, with the consent of the Company). The number of Shares on deposit with the consent of the Company pursuant to this section 2.3 shall, subject to applicable laws and regulations and without the further consent of the Company, be increased by the number of Shares deposited by the Company from time to time in connection with (x) offerings of rights to acquire additional ADSs, (y) Share dividends and other free distributions of Shares made available to Holders in the form of additional ADSs, and (z) a subdivision of Shares, if any, and, subject to applicable law and the terms of this Deposit Agreement, as may be adjusted as determined from time to time by the Company. The Depositary and the Custodian shall not accept Shares for any Proposed Deposit hereunder if it has been notified by the account Company in writing that the Company has blocked such Proposed Deposit to prevent a violation of such holder, applicable Korean laws or regulations or a violation of the Articles of Incorporation of the Company. The Company shall notify the Depositary may receive Shares and the Custodian with respect to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the any such restrictions on transfer of such its Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian presented for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.13 hereof) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other Deposited Securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other Deposited Securities or (ii) the deposit is made upon the terms contemplated in Section 2.13 hereof, or (B), any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person Person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEFEuroclear Nederland. Every deposit of Shares shall be accompanied by the following: (A) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) 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, (B) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person Person or persons Persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person Person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person Person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person Person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, and (A) (in bearer the case of Shares represented by certificates issued in registered form) appropriate instruments of transfer or endorsement, in a form with the related dividend sheets satisfactory to the Custodian or, (in the securities account maintained case of Shares represented by certificates in bearer form) of the Custodian for such purpose at NECIGEF. requisite coupons pertaining thereto, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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, (BC) if the Depositary so requires, 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 the Shares so deposited, (CD) if the Depositary so requires, evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsSweden, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Sweden and any necessary approval has been granted by any governmental body in The NetherlandsSweden, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in bearer the case of Shares issued in registered form, appropriate instruments of transfer, in a form with satisfactory to the related dividend sheets Custodian, and (ii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsLuxembourg, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Luxembourg and any necessary approval has been granted by any applicable governmental body in The NetherlandsLuxembourg, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subjectby delivery thereof to the Custodian, however, accompanied by the following: (a) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Company or any Affiliate Custodian, and (b) in the case of the CompanyShares delivered by book-entry transfer, to Section 5.7 hereof) at any time, whether or not the confirmation of such book-entry transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, together with (Ai) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or 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 such Custodian in accordance with the provisions of this Deposit Agreement, Agreement and (Bii) if the Depositary so requires, a written order directing the Depositary to execute issue 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 the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (C1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are not Restricted Securities. Without limiting any other provision registered in the name of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share 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 or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofits nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or other Deposited Property), upon each delivery to the Custodian of Shares to be deposited hereunder (or other Deposited Property pursuant to Section 4.02, 4.03, 4.04, 4.05, 4.06 or 4.10), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Without limiting any other provision of this 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 2.12 hereof) nor (b) 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 or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (d) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The United Kingdom and Jersey (which evidence may be an opinion of counsel) and (ii) any necessary approval has been granted by any applicable governmental bodies in The United Kingdom and Jersey, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only, on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.

Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, and (A) (in bearer the case of Shares represented by certificates issued in registered form) appropriate instruments of transfer or endorsement, in a form with the related dividend sheets satisfactory to the Custodian or, (in the securities account maintained case of Shares represented by certificates in bearer form) of the Custodian for such purpose at NECIGEF. requisite coupons and talons pertaining thereto, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 the Deposit AgreementAgreement and applicable law, (BC) if the Depositary so requires, 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 the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Cayman Islands, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this 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 2.13) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Cayman Islands and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Cayman Islands, if any. Persons depositing Shares, which other than the Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Registration No: 333-143555) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons' expense, satisfactory to the Depositary and the Company that such Shares and the issuance of ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law and (ii) in the case of a deposit of Shares requested under this Section 2.3, if such deposit is then performing not permitted under any restriction notified by the function of Company to the regulator of currency exchangeDepositary form time to time. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereofShares. At Without limitation of the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless (i) a registration statement is in effect as to cause the transfer of such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.13, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the account Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Custodian, together Company (received by the Depositary 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 Company's compliance with the other orders, instruments and evidence herein specified, for securities laws of the purpose of forwarding such Shares to the Custodian for deposit hereunderUnited States.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, Restricted Shares may be deposited only upon the terms contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form, of the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. Custodian, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Republic of India, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of India and any necessary approval has been granted by any governmental body in The Netherlandsthe Republic of India, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlandsthe Republic of India, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any Custodian and (ii) if the Shares are registered in the name of the person depositing on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares hereunder shall for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee and (F) such certifications from prospective depositors and such opinions from counsel to prospective depositors as may be deemed determined by the Depositary and the Company to represent be reasonably necessary to confirm that (i) such Shares are not Restricted Securities (unless the provisions of Section 2.13 apply) and (ii) in the case of deposits of Shares issued in respect of certain convertible notes issued by the Company, that the depositor (x) acknowledges that the Shares deposited have not been listed for trading on the Indian Stock Exchanges and are not Restricted Securitiesnot, for a period of 45 days following such deposit, eligible for withdrawal under the terms hereof and (y) agrees to notify any subsequent purchaser of the restriction described in (x) above. In any instance in which the Company is depositing Shares on behalf of a prospective Holder in connection with deliveries of GDSs issued upon conversion of convertible securities of the Company or otherwise, then the certifications, evidence, orders, and other documents referred to in the preceding sentence shall be provided by or on behalf of the prospective Holder in the same manner as if the prospective Holder were the prospective depositor. Without limiting any other provision of this 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 in Section 2.13) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of India and any necessary approval has been granted by any applicable governmental body in The Netherlandsthe Republic of India, if any. In particular, which is then performing and without limiting the function generality of the regulator foregoing, the Depositary agrees to comply, and will cause the Custodian to comply, with the numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of currency exchangeADRs/GDRs under the "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993" issued by the Reserve Bank of India. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary Company or the Company Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form with form. the related dividend sheets requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian in the securities account maintained by the Custodian for or that irrevocable instructions have been given to cause such purpose at NECIGEF. Shares to be so transferred, (AB) such certifications and payments (including, without limitation, the Depositary's fees and related charges) 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 AgreementAgreement and applicable law, (BC) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (CD) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The NetherlandsBrazil, and (DE) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that Custodian 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 exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are not Restricted Securitiesregistered in the name of the Depositary, the Custodian or any of their respective nominees. Without limiting any other provision of this 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 2.12) 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 Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands Brazil and any necessary approval has been granted by any applicable governmental body in The NetherlandsBrazil, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether by electronic delivery through Monte Titoli, Euroclear or not Cedel, to the transfer books account of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF. purpose, together with (A) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) and 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 AgreementAgreement and applicable law, (B) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory such documentations and certification, if any, as the Company and Depositary may require to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance comply with the rules and regulations of, any applicable governmental agency in The Netherlandslaw, and (D) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any Custodian and (ii) if the Shares are registered in the name of the person depositing Shares hereunder on whose behalf they are presented for deposit, any proxy or proxies as shall be deemed required from time to represent that time in accordance with Italian law to entitle the Shares deposited are not Restricted SecuritiesCustodian to exercise voting rights at a shareholder’s meetings. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor Securities, (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidenceevidence (which may be an opinion of counsel), if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands the Republic of Italy and any necessary approval has been granted by any governmental body in The Netherlandsthe Republic of Italy, if any, which is then performing the function of the regulator of currency exchange. The Depositary agrees to cause the Custodian to place all Shares deposited under this Deposit Agreement or any other Deposited Securities held under this Deposit Agreement into segregated accounts separate from any other Shares or other securities that may issue Receipts against evidence of rights to receive Shares from be held by the Company, Custodian under any agent other depositary receipt facility or otherwise. Without limitation of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holderforegoing, the Depositary may receive shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be depositedregistered under the provisions of the Securities Act, evidence that Shares have been electronically transferred or that irrevocable instructions have been given unless a registration statement is in effect as to cause the transfer of such Shares to or other Deposited Securities, or any Shares or Deposited Securities the account deposit of which would violate any provisions of the Custodian, together with Articles of Association and By-laws of the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunderCompany.