Common use of Surrender of Receipts and Withdrawal of Deposited Securities Clause in Contracts

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited Securities, and upon payment of all fees, including the fee of the Depositary for cancellation of Receipts (provided for in Article (9) of this Receipt), governmental charges and taxes payable in connection with such surrender and withdrawal and subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association and to the provisions of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable law, to him or his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this Receipt. Such delivery of such Deposited Securities will be made without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed instruments of transfer in blank, and the Holder thereof shall execute and deliver to the Depositary written instructions directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructions. Thereupon, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the terms hereof and (ii) at its election deliver, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, at the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon (i) surrender of American Depositary Shares at the Principal Office of the Depositary a Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented by the ADSs evidenced by such Receipt, and upon (ii) payment of all fees, including the fee fees of the Depositary for the surrender of Receipts, including the charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) of this ReceiptExhibit B hereto), governmental charges and taxes payable in connection with such surrender and withdrawal, (iii) delivery to the Depositary of written instructions of the Holder for delivery of the Deposited Securities represented thereby and (iv) delivery to the Depositary of any and all certifications necessary to allow the Company to comply with applicable ROC law reporting requirements, duly completed by or on behalf of the Beneficial Owner(s) of the ADSs surrendered for withdrawal (unless the Depositary is otherwise instructed by the Company), and subject to the terms and conditions of the this Deposit Agreement, the Company’s clearing procedures of the Registrar and the Articles of Association Incorporation of the Company and to the provisions of or governing the Deposited Securities, the Holder hereof is of such Receipt will be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable law, to him or to his order, or to physical delivery, if available, order of the amount of Deposited Securities at the time represented by the American Depositary Share ADS or American Depositary Shares ADSs evidenced by this such Receipt, subject to temporary delays caused by the closing of the transfer books of the Depositary or the Company in connection with voting at a shareholders' meeting or the payment of dividends or rights offering. Such delivery of Deposited Securities shall be made, as hereinafter provided, without unreasonable delay. Any Holder or other person requesting withdrawal of Deposited Securities against delivery of ADRs must deliver to the Depositary a written order containing delivery instructions to such effect. The forwarding of share certificates, other securities, property, cash and other documents of title for such delivery will be at the risk and expense of the Holder. The Depositary and the Company have been advised that under current ROC law, a Holder wishing to withdraw Deposited Securities from the ADR Facilities is required to appoint an eligible agent in the ROC to open a (i) securities trading account with a local brokerage firm after receiving an approval from the TSE and (ii) a bank account (the securities trading account and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise shareholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facility on the TSE or otherwise. The laws of the Republic of China applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurances that current law will remain in effect or that future changes of the Republic of China law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder. Notwithstanding anything to the contrary herein, no Deposited Securities deposited in connection with a Primary Issue Deposit may be withdrawn or sold upon surrender of a Receipt until the Certificate of Payment has been replaced by Shares in physical certificated form or represented by the Master Certificate. Subject to the receipt by the Company of the requisite approval from the TSE and the relevant provisions hereof, on and after the fourth business day in the ROC following the Primary Issue Deposit, and upon receipt by the Depositary of notice of the credit of such number of Scripless Shares represented by the Master Certificate, the Depositary shall give notice thereof to the applicable Holders of Temporary ADSs and thereafter Temporary ADSs shall be eligible for exchange into Share ADSs. Interests in Temporary ADSs in DTC shall be automatically exchanged for beneficial interests in Share ADSs as follows: with no further action by Holders, the Depositary shall instruct DTC to automatically transfer any position held by a DTC Participant under the CUSIP number assigned to the Temporary ADSs to the CUSIP number assigned to the Share ADSs. Holders and Beneficial Owners of such Temporary ADSs shall thereafter be Holders and Beneficial Owners of Share ADSs issued hereunder and shall have all the rights and obligations specified in this Deposit Agreement and in the Receipts pertaining to Share ADSs, and a Holder may withdraw and hold the Scripless Shares or the Shares in physical certificated form, as applicable, or request the Depositary to sell or cause to be sold on behalf of such Holder the Scripless Shares. For the avoidance of doubt, Shares shall include the Scripless Shares or the Shares in physical certificated form, as applicable, which are without physical form and traded through book-entry settlement system and carry the same rights as those attaching to certificated Shares in respect of dividends and are eligible for trading on the TSE in the same manner as certificated Shares. Holders will be entitled to withdraw the Deposited Securities at any time subject only to (i) temporary delays caused by the closing of the transfer books of the Depositary or the register of shareholders of the Company in connection with voting at a shareholders' meeting or the payment of dividends or rights offering, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any laws or governmental regulations relating to the Receipts or to the withdrawal of Deposited Securities. The Depositary and the Company have been advised that under current ROC law, only Shares represented by the ADSs may be withdrawn by Holders. Upon surrender of Receipts at the Principal Office and upon payment of any fees, expenses, taxes or other governmental charges as provided hereunder, subject to the terms of this Deposit Agreement, and the transfer restrictions applicable to the Deposited Securities, if any, Holders may request that the Deposited Securities represented by such Holder's Receipts be sold on such Holder's behalf. Any Holder requesting a sale of Deposited Securities as set forth above may be required by the Depositary to deliver, or cause to be delivered, to the Depositary a written order requesting the Depositary to sell, or cause to be sold, such Deposited Securities. Any such sale of Deposited Securities will be made without unreasonable delayconducted in accordance with applicable ROC law through a securities company in the ROC on the TSE or in such other manner as is or may be permitted under applicable ROC law. Any such sale of Deposited Securities will be at the expense and risk of the Holder requesting such sale. Upon receipt of any proceeds from any such sale, the Depositary shall, subject to any restrictions imposed by ROC law and regulations, and as provided hereunder, convert or cause to be converted any such proceeds into U.S. dollars and distribute any such proceeds to the Holders entitled thereto after deduction or payment of any fees, expenses, taxes or governmental charges incurred in connection with such sale, as provided under this Deposit Agreement. Any such sale may be subject to ROC taxation on capital gains, if any, and will be subject to a securities transaction tax. The ROC currently does not impose tax on capital gains arising from ROC securities transactions, but there can be no assurance that a capital gains tax on ROC securities transactions will not be imposed in the future or as to the manner in which any ROC capital gains tax in respect of a sale of Deposited Securities would be imposed or calculated. A Receipt surrendered or written instructions received for such purposes purpose may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed instruments of transfer in blank, and the . Any Holder thereof shall execute and or other person requesting withdrawal of Deposited Securities against delivery of ADRs must deliver to the Depositary a written order containing delivery instructions directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically delivered or physicallyphysically delivered, if available, to or upon the written order of a person or persons designated in such instructions. ThereuponPrior to the Share Listing Date, there can be no assurance that there will be sufficient numbers of certificated Shares available to give effect to all written orders of Holders for the physical delivery of certificated Shares upon the surrender of Receipts. Upon the receipt of such instructions and compliance with the terms of this Section 2.06, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at to the designated principal office of the such Custodian (or electronically transfer, as described above, in, each case, subject to Sections 2.07, 3.01 and 3.02 and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to Registrar and the Articles of Incorporation of the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and other applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided abovesuch written instructions, the Deposited Securities represented by such Receipt. The except that the Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rightsrights with respect to the Deposited Securities, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the terms hereof and (ii) at its election deliver, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German ROC law, at the request, risk and expense of any Holder so surrendering a ReceiptReceipt or submitting such written instructions for delivery, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit AgreementSection 3.02, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the DepositaryOffice. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. The Depositary will only honor requests for withdrawal of whole numbers of Shares or other Deposited Securities. In the case of a surrender of a Receipt representing other than a whole number of Shares or Deposited Securities, the Depositary shall cause ownership of the appropriate whole number of Shares or Deposited Securities to be delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such Receipts the number of ADSs representing any remaining fractional Deposited Securities or (ii) sell or cause to be sold the Deposited Securities represented by the ADS(s) so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the Receipts. Trading restrictions on the TSE may result in the price per Share or any lot of Shares other than in an integral multiple of 1,000 Shares being lower than the price of Shares in lots of integral multiples of 1,000 Shares.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) and in Section 5.9 and Exhibit A of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s 's Memorandum and Articles of Association Association, Section 7.9 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s 's Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, sole discretion refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares at the Principal Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of all fees, including the fee of the Depositary for cancellation the surrender of Receipts (as provided for in Article (9) Section 5.9 and payment of this Receipt), all taxes and governmental charges and taxes payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles Owner of Association and to the provisions of or governing the Deposited Securities, the Holder hereof is such Receipt shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this such Receipt. Such delivery Delivery of such Deposited Securities will may be made by the delivery of (a) certificates in the name of such Owner or as ordered by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of such Receipts to such Owner or as ordered by him. Such delivery shall be made, as hereinafter provided, without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Holder Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, Thereupon the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated head office of the Custodian (such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided aboveabove provided, the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. The , except that the Depositary may make delivery to such person or persons at the Principal Corporate Trust Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the terms hereof and (ii) at its election deliver, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, at At the request, risk and expense of any Holder Owner so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit AgreementOwner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securitiescomprising, and forward a certificate or certificates and other proper documents of titletitle for, if any, for the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Receipt to the Depositary for delivery at the Principal Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such HolderOwner, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) fees and the fee charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s 's Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in certificated form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either cases, subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s 's Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles 's constitutional documents, Section 7.8 of Association the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADSs so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such ADSs to the Depositary. A Receipt evidencing the surrendered American Depositary Shares evidenced by this Receipt. Such delivery of such Deposited Securities will be made without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer transfer, duly executed, in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through book entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign RegistrarCompany's constitutional documents, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges incurred by the Depositary in relation to such sale) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a ReceiptADSs, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the such ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex telex, electronic or facsimile transmission. Upon receipt by the Depositary, the Depositary shall, subject to Section 4.6 of the Deposit Agreement (as applicable), make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such ADSs, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender surrender, at the Corporate Trust Office of the Depositary, of American Depositary Shares at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 and Article (9) of this Receipt), the Form of Receipt attached hereto as Exhibit A) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal withdrawal, and subject to the terms and conditions of the this Deposit Agreement, the Company’s 's Memorandum and Articles of Association Association, Section 7.10 hereof and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or Shares so surrendered. American Depositary Shares evidenced may be surrendered for the purpose of withdrawing Deposited Securities by this Receipt. Such delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayAmerican Depositary Shares to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s 's Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The American Depositary may make delivery Shares, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office title of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Corporate Trust Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all (i) the fees, including the fee charges and expenses of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (910) hereof and in Section 5.9 and Exhibit B of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s 's Articles of Association Incorporation and to Share Handling Regulations, Section 7.8 of the Deposit Agreement, Article (24) of this Receipt and any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADSs so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blankblank (if held in registered form), and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated office of the Custodian (Custodian, subject to the terms and conditions of the Deposit Agreement, to the clearing procedures Articles of Incorporation and Share Handling Regulations of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs together with any certificate or other proper documents of or relating to title of the Deposited Securities or evidence of the electronic transfer thereof (if available), as the case may be, to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or cash distributions with respect to the Deposited Securities represented by such Receipt Receipts, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary shall not accept for surrender a Receipt or Receipts evidencing ADSs representing less than one Share. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary, of American Depositary Shares for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 hereof and Article (9) of this the Receipt), ) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal withdrawal, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 hereof, Article (22) of the Receipt and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or Shares so surrendered. American Depositary Shares evidenced may be surrendered for the purpose of withdrawing Deposited Securities by this Receipt. Such delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayAmerican Depositary Shares to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The American Depositary may make delivery Shares, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office title of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all applicable fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book‑entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s 's Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in certificated form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s 's Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 and Exhibit A of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.9 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Agency Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (910) hereof and in Section 5.9 and Exhibit B of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, Agreement the Company’s 's Articles of Association and to By-laws, Section 7.8 of the Deposit Agreement, Article (23) of this Receipt and the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in registered form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (Custodian, subject to the terms and conditions of the Deposit Agreement, to the clearing procedures Articles of Association and By-laws of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be, to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary shall not accept for surrender a Receipt evidencing ADSs representing less than one Share. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at its discretion, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender surrender, at the Corporate Trust Office of the Depositary, of American Depositary Shares at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 and Article (9) of this Receipt), the Form of Receipt attached hereto as Exhibit A) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal withdrawal, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 hereof and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or Shares so surrendered. American Depositary Shares evidenced may be surrendered for the purpose of withdrawing Deposited Securities by this Receipt. Such delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayAmerican Depositary Shares to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The American Depositary may make delivery Shares, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office title of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Corporate Trust Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited Securities, and upon payment of all fees, including the fee of the Depositary for cancellation of Receipts (provided for in Article (9) of this Receipt), governmental charges and taxes payable in connection with such surrender and withdrawal and subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association and to the provisions of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable law, to him or his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this Receipt. Such delivery of such Deposited Securities will be made without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed instruments of transfer in blank, and the Holder thereof shall execute and deliver to the Depositary written instructions directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructions. Thereupon, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the terms hereof and (ii) at its election deliver, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, at the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares a Receipt at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited SecuritiesDepositary, and upon receipt of (i) payment of all fees, charges and fees (including the fee of the Depositary for the surrender and cancellation of Receipts (provided for in Article (9) of this Receiptas set forth on Exhibit B hereto), taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and (ii) written instructions of the Holder, subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles Holder of Association and to the provisions of or governing the Deposited Securities, the Holder hereof is such Receipt shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawphysical delivery, to him or upon his order, or to physical delivery, if available, electronic delivery of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this such Receipt. Such delivery of such Deposited Securities will shall be made made, as hereinafter provided, without unreasonable delay. A Receipt surrendered or written instructions received for such purposes purpose may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed instruments of transfer in blank, and the Holder thereof transfer. The person requesting withdrawal of Deposited Securities shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the such Deposited Securities being withdrawn to be either physically delivered either (subject to applicable clearing procedures of Indeval and provisions of the Estatutos Sociales of the Company and subject to the provisions of this Section) or electronically or physically, if available, delivered to or upon the written order of a person or persons designated in such instructionsorder. ThereuponUpon the receipt of complete written instructions and compliance with the terms of this Section 2.05, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated principal office of the Custodian (such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided abovesuch written instructions, the Deposited Securities represented by Securities, or evidence of the electronic transfer thereof to or for the account of such Receipt. The person, except that the Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions (other than Shares) with respect to the Deposited Securities represented by such Receipt Securities, or of any proceeds of sale of any dividends, EXHIBIT distributions (a)(2other than Shares) distributions or rightsrights with respect to the Deposited Securities, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the terms hereof and (ii) at its election deliver, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit AgreementSection 3.02, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities), and forward a certificate or certificates (if certificated Shares may be delivered) and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. The Depositary shall not accept for surrender a Receipt evidencing American Depositary Shares representing less than one Share. In the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be recorded in the name of the Holder surrendering such Receipt, and shall issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 and Article (9) of this Receipt), ) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares at the time evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, the requirements of the CUFS Depositary, Section 7.11 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book‑entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the CUFS (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesCUFS, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities CUFS to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional CUFS, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional CUFS represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (band/or a division or Affiliate(s) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, at the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.and

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) and in Section 5.9 and Exhibit A of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.9 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable law, to him or his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced hereby is entitled to delivery, to “him or upon his order, of the Deposited Securities represented by the ADS so surrendered. Subject to the last sentence of this Receiptparagraph, such Deposited Securities may be delivered in certificated form or by electronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the t Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.11 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery to such person or persons at the Principal Office ADSs, together with any evidence of the Depositaryelectronic transfer thereof to or for the account of such person. Subject to Article (4) hereof, upon receipt by in the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry Delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to shall not accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in certificated form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through book entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary as provided for herein and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex telex, electronic or facsimile transmission. Upon receipt by the Depositary, the Depositary shall make delivery to such person or persons entitled thereto by U.S. mail of any dividends or distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares a Receipt at the Principal Corporate Trust Office of and upon receipt by the Depositary for the purpose of withdrawal of the Deposited Securities, and upon (i) payment of all fees, including the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) of this ReceiptSection 5.9), governmental charges and taxes payable in connection with such surrender and withdrawal and (ii) written instructions of the Holder for delivery of the Deposited Securities represented thereby, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles clearing procedures of Association the Foreign Registrar, the Bylaws of the Companies and to the provisions of or governing the Deposited Securities, the Holder hereof is of such Receipt shall be entitled to electronic delivery through the Foreign Registrar or institutions having accounts with the Foreign Registrar, to an account designated by such Holder, as permitted by applicable law, to him or to his order, order or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share GDS or American Depositary Shares GDSs evidenced by this such Receipt. Such delivery of such Deposited Securities will shall be made made, as hereinafter provided, without unreasonable delay. A Receipt surrendered or written instructions received for such purposes purpose may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed instruments of transfer in blank, and the Holder thereof transfer. The person requesting withdrawal of Deposited Securities shall execute and deliver to the Depositary written instructions directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically delivered (subject to applicable clearing procedures of the Foreign Registrar and provisions of the Bylaws of the Companies), or physicallyphysically delivered, if available, to or upon the written order of a person or persons designated in such instructions. ThereuponUpon the receipt of such instructions and such certificate and agreement, if any, and compliance with the terms of this Section 2.5, the Depositary shall direct the Custodian to make such book entry transfer, deliver (without unreasonable delay) at the designated principal office of the such Custodian (or make an electronic transfer as provided above, in each case subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, Registrar to the Company’s Articles Bylaws of Associationthe Companies, and to the provisions of or governing the Deposited Securities and other applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided abovesuch written instructions, the Deposited Securities represented by such Receipt. The except that the Depositary may make delivery to such person or persons at the Principal Corporate Trust Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rightsrights with respect to the Deposited Securities, which may at the time of surrender be held by the Depositary. The If permitted by Brazilian law, at the request, risk and expense of any Holder so surrendering a Receipt or submitting such written instructions for delivery, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with Section 3.2, the Depositary may, in its discretion, refuse shall direct the Custodian to accept for surrender a number of ADSs representing a number forward any cash or other property (other than rights) or securities, and forward a whole number certificate or certificates (if certificated Units may be delivered) and other proper documents of Sharestitle, if any, for the Deposited Securities represented by the GDSs evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. If any ADSs GDSs surrendered and ADRs GDRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause the appropriate whole number of Deposited Securities to be withdrawn and delivered in accordance with the preceding terms hereof of this Section 2.5 and (ii) at its election deliver, or cause the Custodian to deliver, deliver a Receipt receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld)thereof, to the Holder for the fractional entitlements represented by the retired ADSs GDSs and cancelled ADRs. If permitted by German law, at the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmissionGDRs.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. ​ A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book‑entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book‑entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADSs so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry Delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all (i) the fees, including the fee charges and expenses of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (910) hereof and in Section 5.9 and Exhibit B of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Incorporation and to Share Handling Regulations, Section 7.8 of the Deposit Agreement, Article (24) of this Receipt and any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADSs so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blankblank (if held in registered form), and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at the designated office of the Custodian (Custodian, subject to the terms and conditions of the Deposit Agreement, to the clearing procedures Articles of Incorporation and Share Handling Regulations of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs together with any certificate or other proper documents of or relating to title of the Deposited Securities or evidence of the electronic transfer thereof (if available), as the case may be, to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or cash distributions with respect to the Deposited Securities represented by such Receipt Receipts, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary shall not accept for surrender a Receipt or Receipts evidencing ADSs representing less than one Share. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt)the Deposit Agreement) and (ii) all applicable taxes, duties (including stamp duty and stamp duty reserve tax) and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles 's constituent documents, Section 7.8 of Association the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADSs (if held in certificated form) or American Depositary Shares evidenced by this Receipt. Such delivery book-entry Delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book entry Delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association's constituent documents, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (btaxes and governmental charges) taxes withheld), to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex telex, electronic or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles Bye-laws, Section 7.8 of Association the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the ADSs evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of AssociationBye-laws, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry Delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof and in Section 5.9 and Exhibit B of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s 's Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (23) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this ReceiptADS so surrendered. Such delivery Delivery of such Deposited Securities will may be made without unreasonable delayby registering such Deposited Securities in the name of such Holder or as ordered by him through an account with an institution designated by the Danish Securities Center or Delivery by other means approved by the Company. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or by electronic delivery. ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such ADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder through registering such Deposited Securities in the name of such Holder or as ordered by him through an account with an institution designated by the Danish Securities Center, or Delivery by other means approved by the Issuer. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s 's Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Corporate Trust Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellations of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 of the Deposit Agreement and Article (9) of this Receipt)hereof) and (ii) all fees, taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 of the Deposit Agreement, Article (22) hereof and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or American Depositary Shares evidenced by this Receipt. Such book‑entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividendsperson. Subject to Article (4) hereof, EXHIBIT (a)(2) distributions or rights, which may at in the time case of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender of a Receipt evidencing a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securities, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary, of American Depositary Shares for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 hereof and Article (9) of this the Receipt), ) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal withdrawal, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 hereof, Article (22) of the Receipt and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or Shares so surrendered. American Depositary Shares evidenced may be surrendered for the purpose of withdrawing Deposited Securities by this Receipt. Such delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayAmerican Depositary Shares to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptAmerican Depositary Shares, together with any certificate or other proper documents of or relating to title of the Deposited Securities as may be legally required, as the case may be, to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to shall not accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) and in Section 5.9 and Exhibit A of this Receipt)the Deposit Agreement) and (ii) all fees, taxes and governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.9 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawdelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such ReceiptADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositary. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), ) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry Delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares at the Principal Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented by the American Depositary Shares evidenced by a Receipt, and upon payment of all feesthe fee, including the fee if any, of the Depositary for the surrender and cancellation of Receipts (provided for in Article (9) of this Receipt), governmental charges and taxes payable in connection with such surrender and withdrawal and subject to the terms and conditions of the this Deposit Agreement, the Company’s Articles Holder of Association and such Receipt shall be entitled to the provisions transfer of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable law, to him or his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this Receiptsuch Receipt to an account in the name of such Holder or such person as shall be designated by such holder maintained by the Custodian in the case of Deposited Securities in registered form or maintained by an accredited financial institution in the case of Deposited Securities in bearer form. Such delivery of such Deposited Securities will transfer shall be made made, as hereinafter provided, without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blanktransfer, and the Holder thereof shall execute and deliver to the Depositary Depository a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically transferred to an account in the name of the Holder or physically, if available, to such name as shall be designated by such Holder maintained by the Custodian in the case of Deposited Securities in registered form or upon maintained by an accredited financial institution in the written order case of a person or persons designated Deposited Securities in such instructionsbearer form. Thereupon, subject to sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement, the Depositary shall direct the Custodian to deliver (without unreasonable delay) at effect the designated office transfer of the Custodian (subject to the terms and conditions amount of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the instructions to the Depositary as provided above, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. The , except that the Depositary may make delivery to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, Depositary of any cash dividends or distributions with respect to the Deposited Securities represented by the American Depository Shares evidenced by such Receipt Receipt, or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the DepositaryDepository. The Depositary may, in its discretion, refuse to accept for In the case of surrender of a Receipt by a Holder that has previously requested that a number of ADSs representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements Shares represented by the American Depositary Shares evidenced by such Receipt be denominated in Deposited Securitiesregistered form, the Depositary shall (i) cause notify the appropriate whole number Custodian of the details of such surrender. If physical delivery of Deposited Securities to be withdrawn and delivered is available in accordance with lieu of the terms hereof and (ii) at its election delivertransfer described above, or cause the Custodian to deliver, a Receipt therefor or distribute the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), to the Holder for the fractional entitlements represented by the retired ADSs and cancelled ADRs. If permitted by German law, then at the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) or securities, and forward a certificate or certificates and other proper documents of title, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Article (9) of this Receipt), hereof and in Section 5.9) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association Association, Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof of the American Depositary Shares evidenced hereby is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADS may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADS to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian (subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender surrender, at the Corporate Trust Office of the Depositary, of American Depositary Shares at the Principal Office of the Depositary for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (provided for as set forth in Section 5.9 and Article (9) of this Receipt), the Form of Receipt attached hereto as Exhibit A) and (ii) all applicable taxes and governmental charges and taxes payable in connection with such surrender and withdrawal withdrawal, and subject to the terms and conditions of the this Deposit Agreement, the Company’s Memorandum and Articles of Association Association, Section 7.10 hereof and to the any other provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is of such American Depositary Shares shall be entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share or Shares so surrendered. American Depositary Shares evidenced may be surrendered for the purpose of withdrawing Deposited Securities by this Receipt. Such delivery Delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry Delivery of such Deposited Securities will be made without unreasonable delayAmerican Depositary Shares to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and conditions of the this Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Memorandum and Articles of Association, and to the provisions of or governing the Deposited Securities and to applicable laws, now or hereafter in effect), ) to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The American Depositary may make delivery Shares, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office title of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs American Depositary Shares representing a number other than a whole number of Shares. If any ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited SecuritiesIn the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute surrendered and remit the cash proceeds thereof of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and/or governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery at the Principal Corporate Trust Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

Surrender of Receipts and Withdrawal of Deposited Securities. Upon surrender of American Depositary Shares surrender, at the Principal Office of the Depositary Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited SecuritiesSecurities represented thereby, and upon payment of all fees, including (i) the fee fees and charges of the Depositary for the making of withdrawals and cancellation of Receipts (provided for as set forth in Article (9) hereof or in Section 5.9 of this Receipt), the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges and taxes payable in connection with such surrender and withdrawal and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles constituent documents, Section 7.8 of Association the Deposit Agreement, Article (22) of this Receipt and to the provisions of or governing the Deposited SecuritiesSecurities and other applicable laws, the Holder hereof is entitled to electronic delivery to an account designated by such Holder, as permitted by applicable lawDelivery, to him or upon his order, or to physical delivery, if available, of the amount of Deposited Securities at the time represented by the American Depositary Share ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or American Depositary Shares evidenced by this Receiptelectronic delivery. Such ADSs may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such Deposited Securities will be made without unreasonable delayADSs to the Depositary. A Receipt surrendered or written instructions received for such purposes may be shall, if so required by the Depositary to Depositary, be properly endorsed in blank or accompanied by properly executed proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written instructions order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered either electronically or physically, if available, Delivered to or upon the written order of a person or persons designated in such instructionsorder. Thereupon, the Depositary shall direct the Custodian to deliver Deliver (without unreasonable delay) at the designated office of the Custodian or through book entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the clearing procedures of the Foreign Registrar, to the Company’s Articles of Associationconstituent documents, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect)) or through a book entry Delivery of the Shares, to or upon the written order of the person or persons designated in the instructions order delivered to the Depositary as provided above, the Deposited Securities represented by such Receipt. The Depositary may make delivery ADSs, together with any certificate or other proper documents of or relating to such person or persons at the Principal Office of the Depositary, upon receipt by the Depositary, of any cash dividends or distributions with respect to title for the Deposited Securities represented by as may be legally required, as the case may be, to or for the account of such Receipt or of any proceeds of sale of any dividends, EXHIBIT (a)(2) distributions or rights, which may at the time of surrender be held by the Depositaryperson. The Depositary may, in its discretion, refuse to accept for surrender a number of ADSs representing a number of Shares other than a whole number of Shares. If any In the case of surrender of a Receipt evidencing a number of ADSs surrendered and ADRs cancelled represent fractional entitlements in Deposited Securitiesrepresenting other than a whole number of Shares, the Depositary shall (i) cause ownership of the appropriate whole number of Deposited Securities Shares to be withdrawn and delivered Delivered in accordance with the terms hereof hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) at its election deliver, sell or cause to be sold the Custodian to deliver, a fractional Shares represented by the Receipt therefor or distribute so surrendered and remit the cash proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld), and governmental charges) to the Holder for person surrendering the fractional entitlements represented by the retired ADSs and cancelled ADRsReceipt. If permitted by German law, at At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, provided that payment of any applicable tax or other governmental charge shall have been made in accordance with the Deposit Agreement, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than rightssecurities) or securitiesheld in respect of, and forward a any certificate or certificates and other proper documents of titleor relating to title to, if any, for the Deposited Securities represented by the ADSs evidenced by such Receipt to the Depositary for delivery Delivery at the Principal Office of the Depositary, and for further Delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex telex, electronic or facsimile transmission. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.