Common use of Elective Distributions in Cash or Shares Clause in Contracts

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.7) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend (x) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof 4.1, or (y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicablehereof. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may agree to from time to time) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.7) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend (x) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof 4.1, or (y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such an elective distribution in cash or Shares to be made available to Holders of ADSsADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall shall, subject to the terms and conditions of the Deposit Agreement, establish an the ADS Record Date according to paragraph (on 16) and Section 4.9 of the terms described in Section 4.7 hereof) Deposit Agreement and establish procedures to enable Holders the Holder hereof to elect the receipt of to receive the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (x) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (14 of the Deposit Agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofShares. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) a record date and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty five (45) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.7 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Chile in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof 4.2 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.4. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.2, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.4. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (14 of the Deposit Agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofShares. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) a record date and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders or Beneficial Owners generally, or any Holder and/or Beneficial Owner in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Republic of France in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.7) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend (x) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof 4.1, or (y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may agree to from time to time) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shallshall establish the ADS Record Date on the terms described in paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect the receipt of the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation as set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof or Holders generally, or any Holder in particular, generally will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 thirty (30) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is lawful and reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicablehereof. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, ADSs the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date according to paragraph (on the terms described in Section 4.7 hereof16) and establish procedures to enable Holders the Holder hereof to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof or Holders generally, or any Holder in particular, generally will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Brazil in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.2

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined, upon consultation with the Company, that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish an ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the receipt of a notice (as described in Section 4.3 of the Deposit Agreement) indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Korea in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution, or such shorter period as the Depositary and the Company may mutually agree, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution stating and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (includingdetermined, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of upon consultation with the Company) , that such distribution is reasonably practicable and (iii) the Depositary shall have determined that such distribution is lawful and received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Mexico in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.7hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes such an elective distribution in cash or Shares to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section Secton 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Brazil in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall shall, subject to the terms and conditions of the Deposit Agreement, establish an the ADS Record Date according to paragraph (on the terms described in Section 4.7 hereof17) of this ADR and establish procedures to enable Holders the Holder hereof to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (x) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution, or such shorter period as the Depositary and the Company may mutually agree, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution stating and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determinationdetermining, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (includingdetermined, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of upon consultation with the Company) , that such distribution is reasonably practicable and (iii) the Depositary shall have determined that such distribution is lawful and received reasonably practicablesatisfactory documentation within the terms of the Deposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Mexico in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares Shares, upon the terms described in Section 4.2 hereofthe Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.2

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined, upon consultation with the Company, that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 60 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company Depositary shall have timely requested determined that the elective such distribution is available to Holders of ADRs, reasonably practicable and (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicablesatisfactory to it. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.9) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend (X) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Brazil in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (x) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) calendar days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Republic of France in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may agree in writing at such time) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Korea in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent reasonably necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Subject to applicable Korean law, whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional SharesShares other than as provided in Sections 4.3 or 4.4, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsADSs and specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution. Upon timely receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable commercially feasible to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is commercially feasible and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.9. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Korea in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof 4.2 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.4 (provided that in the case of (Y), the Shares have been deposited pursuant to Section 4.4). If the above conditions are satisfied, the Depositary shall establish an ADS Record Date a record date (on the terms described in Section 4.7 hereof4.8) and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs)) if the conditions set forth above are not satisfied. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as the Depositary and the Company may agree in writing at such time) prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution stating and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (a) cash upon the terms described in Section 4.1 hereof or (b) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the Company wishes such elective distribution to be made available to Holders of ADSsterms described in the Deposit Agreement, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating (or such shorter period as may be prescribed by law or regulation or as the Depositary and the Company may mutually agree to from time to time) specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (includingdetermined, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of upon consultation with the Company) , that such distribution is reasonably practicable and (iii) the Depositary shall have determined that such distribution is lawful and received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made to the Holders of ADSs, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Australia in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3 and the Company, Holders and Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes such an elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofDeposit Agreement. If the above conditions are satisfied, the Depositary shall shall, subject to the terms and conditions of the Deposit Agreement, establish an the ADS Record Date (on the terms described in paragraph (17) and Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders the Holder hereof to elect to the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution in cash, the dividend distribution shall be distributed made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in Switzerland in respect of the Shares for which no election is made, either (x) in cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares, in ADSseach case, the dividend shall be distributed upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generallythe Holder hereof, or any Holder in particularHolders generally, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the proposed distribution (x) in cash, the distribution shall be made upon the terms described in Section 4.1, or (y) in ADSs, then the distribution shall be made upon the terms described in Section 4.2 of the Deposit Agreement. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, generally or any Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the Company wishes such elective distribution to be made available to Holders of ADSsterms described in the Deposit Agreement, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofDeposit Agreement. If the above conditions are satisfied, the Depositary shall shall, subject to the terms and conditions of the Deposit Agreement, establish an the ADS Record Date (on the terms described in paragraph (17) and Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders the Holder hereof to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution in cash, the dividend distribution shall be distributed made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation as set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement, or in ADSs(y) additional ADSs representing such additional Shares, the dividend shall be distributed upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof, or Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shallshall establish the ADS Record Date on the terms described in paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect the receipt of the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof or Holders generally, or any Holder in particular, generally will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.2

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market British Virgin Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (the Deposit Agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofthe Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereofparagraph (6) of this Receipt and Exhibit B to the Deposit Agreement, if a Holder elects to receive the proposed dividend (x) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof 4.01 of the Deposit Agreement, or (y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.03

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the Company wishes such elective distribution to be made available to Holders of ADSsterms described in the Deposit Agreement, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (a) cash upon the terms described in Section 4.1 hereof or (b) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the conditions are not satisfied and the Depositary has not determined that the distribution of such additional ADSs specified in (b) in the preceding sentence is permitted by law, the Depositary may, in its sole discretion, (c)dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (x) taxes and/or governmental charges and (y) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 or (d)return such Shares to the Company (or refuse to accept such Shares) and require the Company to then take all steps necessary to comply with this Section 5.7 and other relevant provisions of this Agreement so as to satisfy any requirements to permit the distribution of such additional ADSs. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holders generally, or any Holder in particular, particular will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may agree to in writing from time to time) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such an elective distribution in cash or Shares to be made available to Holders of ADSsADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (16) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Germany in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution in cash, then the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof or 4.1. If a Holder elects to receive the proposed distribution in ADSs, then the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful reasonably practicable and (iii) the Depositary shall have received reasonably practicablesatisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect the receipt of the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (y) additional ADSs representing such additional Shares Shares, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof, or Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give timely prior notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Germany in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Brazil in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary's failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon timely receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof4.9) and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty five (45) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have requested in a timely requested manner that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as the Depositary and the Company may agree in writing at such time) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.2

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution, or such shorter period as the Company and the Depositary may mutually agree to from time to time, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution stating and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined, upon consultation with the Company, that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market England and Wales in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall use commercially reasonable efforts to give notice thereof to the Depositary at least 30 forty-five (45) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. For purposes of this Section 4.3, “timely” shall mean the giving of the foregoing notice at least forty-five (45) days prior to the applicable distribution (or such other number of days as the Depositary and the Company may agree to in writing from time to time). Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and on the terms described in Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash in accordance with Section 4.1 of the Deposit Agreement. If the Holder hereof elects to receive the proposed distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in Section 4.2 of the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market United Mexican States in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that the Holders generally, or any the Holder in particularhereof, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Switzerland in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall to the extent practicable give notice thereof to the Depositary at least 30 sixty (60) days (or such other period as may be reasonably agreed from time to time between the Company and the Depositary) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders of ADSs only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within determined after consultation with the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction Company that the Depositary in its reasonable discretion may request, at the expense of the Company) such distribution is reasonably practicable and (iii) the Depositary shall have determined that such distribution is lawful and received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Spain in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders of ADSs to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders of ADSs a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained herein to the contrary, in the event the Company fails to give the Depositary at least sixty (60) days (or such other period as agreed pursuant to this Section 4.3) prior written notice of the proposed distribution as provided for above, the Depositary agrees to exercise all commercially reasonable efforts necessary to perform the actions contemplated in this Section 4.3 and the Company acknowledges that the Depositary shall have no liability for the Depositary's failure to perform the actions contemplated in this Section 4.3, other than for its failure to exercise all commercially reasonable efforts, as provided for herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRsADSs, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofDeposit Agreement. If the above conditions are satisfied, the Depositary shall shall, subject to the terms and conditions of the Deposit Agreement, establish an the ADS Record Date according to paragraph (on the terms described in Section 4.7 hereof16) and establish procedures to enable Holders the Holder hereof to elect the receipt of to receive the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution in cash, the dividend distribution shall be distributed made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in Germany in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or in ADSs, the dividend shall be distributed (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days (or such other number of days as the Depositary and the Company may from time to time agree to) prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either cash (x) cash, upon the terms described in Section 4.1 hereof of the Deposit Agreement or (y) additional ADSs representing such additional Shares Shares, in each case, upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSsHolders. Upon timely receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsHolders, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its the Depositary’s determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSsHolders. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is made available to Holders of ADRs, (ii) the Depositary shall have determined that such distribution is lawful and reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market United Kingdom in respect of the Shares for which no election is made, either (x) cash upon the terms described in Section 4.1 hereof or (y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend (x) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof hereof, or (y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Elective Distributions in Cash or Shares. Whenever Upon the timely receipt of a notice indicating that the Company intends to distribute a dividend payable at the election of the holders of Shares wishes an elective distribution in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution Shares to be made available to Holders of ADSs. Upon receipt of notice indicating that ADSs upon the terms described in the Deposit Agreement, the Company wishes such elective distribution to be made available to Holders of ADSs, and the Depositary shall consult determine in accordance with the Company to determine, and the Company shall assist the Depositary in its determination, Deposit Agreement whether it such distribution is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSspracticable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date according to paragraph (17) and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereofDeposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to Holders the Holder hereof a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any the Holder in particular, hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 forty-five (45) days (or such other number of days as mutually agreed to in writing by the Depositary and the Company) prior to the proposed distribution stating (to the extent not prohibited by applicable law) specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSsADSs upon the terms described in the Deposit Agreement, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicableDeposit Agreement. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Argentina in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereofof the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof of the Deposit Agreement, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.4.2

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution stating specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.7. If the above conditions are not satisfiedsatisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shallshall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Japan in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute make a dividend distribution payable at the election of the holders of Shares Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 sixty (60) days prior to the proposed distribution, or such shorter period as the Depositary and the Company may mutually agree, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution stating and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is be made available to Holders of ADRsHolders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (includingdetermined, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of upon consultation with the Company) , that such distribution is reasonably practicable and (iii) the Depositary shall have determined that such distribution is lawful and received reasonably practicablesatisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied, the Depositary shallshall establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market Brazil in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) 4.9 and establish procedures to enable Holders to elect the receipt of the proposed dividend distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if If a Holder elects to receive the proposed dividend distribution (X) in cash, the dividend distribution shall be distributed made upon the terms described in Section 4.1 hereof 4.1, or (Y) in ADSs, the dividend distribution shall be distributed made upon the terms described in Section 4.2 hereof4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Elective Distributions in Cash or Shares. Whenever the Company intends to distribute If any distribution upon any Deposited Securities consists of a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution election to be made available to Holders Owners of ADSsAmerican Depositary Shares. Upon receipt of notice indicating that the Company wishes such elective distribution election to be made available to Holders Owners of ADSsAmerican Depositary Shares, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution election available to the Holders Owners of ADSsAmerican Depositary Shares. The Depositary shall make such elective distribution election available to Holders Owners only if (i) the Company Depositary shall have timely requested determined that the elective such distribution is available to Holders of ADRs, reasonably practicable and (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable5.07. If the above conditions are not satisfied, the Depositary shall, shall not make any election with respect to the extent permitted by lawDeposited Securities and, distribute to accordingly, will receive the Holders, on the basis of the same determination as distribution that is made in the local market Spain in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date American Depositary Shares record date (on the terms described set forth in Section 4.7 hereof4.06) and establish procedures to enable Holders Owners to elect the receipt of the proposed dividend in cash or in additional ADSsAmerican Depositary Shares. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder If an Owner elects to receive the proposed dividend (X) in cash, the dividend shall be distributed upon the terms described set forth in Section 4.1 hereof 4.01, or (Y) in ADSsAmerican Depositary Shares, the dividend shall be distributed upon the terms described set forth in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs)4.03. There can be no assurance that Holders Owners generally, or any Holder Owner in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.