Common use of TERMINATION OF DEPOSIT AGREEMENT Clause in Contracts

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination. If any Receipts remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign resign, and a successor depositary shall not have been appointed and accepted its appointment as provided under in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will shall discontinue the registration of transfers of Receipts, will shall suspend the distribution of dividends to the Holders thereof, and will shall not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the sale of rights Deposit Agreement, and the delivery of shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after After the expiration of. of two years from the date of fixed for termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cashcash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, within such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination60 days. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers transfer of Receipts, will suspend the distribution of dividends to the Holders thereof, thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, within such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination60 days. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash., and except for its obligations to indemnify the Company as provided in the Deposit Agreement and as provided above. EXHIBIT B CHARGES OF DEPOSITARY

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company Company, upon 90 days' prior written notice from the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, the sale of will sell property and rights and the delivery of convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Deposited. Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.. EXHIBIT B CHARGES OF THE DEPOSITARY Service Rate By Whom Paid

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if by mailing notice of such termination to the Company and the Holders of all Receipts then outstanding at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of terminationtermination of the Deposit Agreement, the Depositary thereafter will shall discontinue the registration of transfers of Receipts, will shall suspend the distribution of dividends to the Holders thereof, and will shall not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the sale of rights Deposit Agreement, and the delivery of shall continue to deliver Deposited Securities, together with any dividends or other distributions (including amounts in respect of any redemption) received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years from the date of terminationtermination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with sale and any other cash then held by it thereunderunder the Deposit Agreement, in an unsegregated and account, without liability to any party for interestinterest thereon, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrenderedunsurrendered Receipts. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.EXHIBIT B CHARGES OF THE DEPOSITARY Service By Whom Paid Rate

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, within such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination60 days. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, and except for its obligations to indemnify the Company as provided in the Deposit Agreement and as provided above. EXHIBIT B CHARGES OF DEPOSITARY DEPOSITARY FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Deposited. Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.. EXHIBIT B CHARGES OF THE DEPOSITARY The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary: Service Rate By Whom Paid

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will shall at any time at the direction of the Company Com­pany terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such terminationter­mination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary De­positary shall have delivered to the Company and the Holders a written notice of its election to resign and a successor depositary deposi­tary shall not have been appointed and accepted its appointment appoint­ment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationSection 5.4. If any Receipts shall remain outstanding outstand­ing after the date of termination, the Depositary thereafter will shall discontinue the registration of transfers of Receipts, will suspend shall sus­pend the distribution distribu­tion of dividends to the Holders Hold­ers thereof, and will shall not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary shall continue to collect dividends and other distributions distribu­tions pertaining to Deposited SecuritiesSecuri­ties, shall sell rights as provided in the sale of rights Deposit Agreement, and the delivery of shall continue to deliver Deposited SecuritiesSecuri­ties, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary(after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Depos­ited Securities then held by it under the Deposit Agreement hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderhereunder, unsegregated and without liability for interestin­terest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with re­spect to such net proceeds. After making such sale, the Depositary Deposi­tary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cashcash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges) and except for its obligations to the Company under Section 5.8 of the Deposit Agreement. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement ex­cept for its obliga­tions to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts remain outstanding after the date of termination, the The Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years or six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, sale together with any other cash then held by it thereunder, unsegregated and under the Deposit Agreement without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from form all obligations under the Deposit Agreement, except to account for the claims of the Holders, as creditors of the Depositary, for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding outstand­ing at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company and the Holders a written notice of its election to resign and a successor suc­cessor depositary shall not have been appointed ap­pointed and accepted its appointment as provided under in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination. If any Receipts shall remain outstanding after the date of terminationtermina­tion, the Depositary thereafter will shall discontinue the registration of transfers of Receipts, will shall suspend the distribution of dividends divi­dends to the Holders thereof, and will shall not give any further notices or perform any further acts under the Deposit AgreementAgree­ment, except that the collection of Depositary shall continue to col­lect dividends and other distributions pertaining to Deposited SecuritiesSe­curities, shall sell rights as provided in the sale of rights Deposit Agree­ment, and the delivery of shall continue to deliver Deposited Securities, together to­gether with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered sur­rendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderthere­under, unsegregated and without liability for interestinter­est, for the pro rata benefit of the Holders of Receipts Re­ceipts which have not theretofore been surrenderedsur­rendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making mak­ing such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Company under Section 5.08 of the Deposit Agreement and to account for such net proceeds and other cash. Upon the termina­tion of the Deposit Agreement, the Company shall be discharged from all obliga­tions under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company shall terminate the Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts American Depositary Shares then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under in the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof of such termination to Holders Owners of all Receipts American Depositary Shares then outstanding at least thirty (30) days prior to the date fixed in such notice, notice for such termination. If any Receipts American Depositary Shares shall remain outstanding after the date of terminationtermination of the Deposit Agreement, the Depositary thereafter will shall discontinue the registration of transfers of ReceiptsAmerican Depositary Shares, will shall suspend the distribution of dividends to the Holders Owners thereof, and will shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the collection Depositary shall, in accordance with and subject to the provisions of this Deposit Agreement, (a) continue to collect dividends and other distributions pertaining to Deposited Securities, the sale of (b) sell rights as provided in this Deposit Agreement and the delivery of (c) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts American Depositary Shares surrendered to the Depositary. At any time after the expiration of. two years of three months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement Agreement, the Depositary may sell the Deposited Securities then held hereunder, including, without limitation, by way of one or more open market or privately negotiated transactions to third parties or the Company or any of its affiliates, and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders Owners of Receipts which American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and any applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if by mailing notice of such termination to the Company and the Holders of all Receipts then outstanding at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of terminationtermination of the Deposit Agreement, the Depositary thereafter will shall discontinue the registration of transfers of Receipts, will shall suspend the distribution of dividends to the Holders thereof, and will shall not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the sale of rights Deposit Agreement, and the delivery of shall continue to deliver Deposited Securities, together with any dividends or other distributions (including amounts in respect of any redemption) received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years from the date of terminationtermination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with sale and any other cash then held by it thereunderunder the Deposit Agreement, in an unsegregated and account, without liability to any party for interestinterest thereon, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrenderedunsurrendered Receipts. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.EXHIBIT B CHARGES OF THE DEPOSITARY

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination; provided that the Company agrees that it will not terminate this Deposit Agreement on or prior to January 1, 1997 unless (i) the Depositary has notified the Company of its intent to resign or (ii) the Company has notified the Depositary of its intent to remove the Depositary, in each case, in accordance with Paragraph (17) hereof. The Depositary may terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, notice for such termination. If any Receipts remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. of two years yearsfour (4) months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company Company, upon 90 days' prior written notice from the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, the sale of will sell property and rights and the delivery of convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, interests for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will Except as otherwise provided in each Indenture, at any time after March 1, 1986 or at any time when the direction number of shares of Stock represented by outstanding Receipts shall be less than 5,000,000 Shares, the Company Depositary shall, if Hitachi so requests, terminate the Deposit Agreement by mailing notice of such termination to the Holders record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 30 days shall have expired after the Depositary shall have delivered to the Company Hitachi a written notice of its election to resign and a successor depositary Depositary shall not have been appointed and accepted its appointment as provided under in the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers transfer of Receipts, will suspend the distribution of dividends to the Holders holders thereof, and will not give any further notices (other than notice of termination for non-appointment of a successor Depositary) or perform any further acts under the Deposit Agreement, except that the collection of Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell rights as provided in the sale of rights Deposit Agreement and the delivery of will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders holders of Receipts which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account to holders of Receipts for such net proceeds and other cash. Upon the termination of the Deposit Agreement, Hitachi shall be discharged from all obligations thereunder except for its obligations to the Depositary, the Custodian, any Depositary's Agent and the Registrar with respect to indemnification and the Depositary's charges and expenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, within such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such termination60 days. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash., and except for its obligations to indemnify the Company as provided in the Deposit Agreement and as provided above. EXHIBIT B CHARGES OF THE DEPOSITARY Service Rate By Whom Paid

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company Company, upon 90 days’ prior written notice from the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the collection of Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, the sale of will sell property and rights and the delivery of convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. of two years from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.. EXHIBIT B TO DEPOSIT AGREEMENT CHARGES OF THE DEPOSITARY Service Rate By Whom Paid

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will willshall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 one yearninety (90) days prior to the date fixed in such notice for such termination. For the avoidance of doubt, any notice mailed prior to the effective date of this Article shall be effective on the date it is mailed, and the ninety (90) day notice period shall commence to run from the date of such mailing, provided that the date of termination occurs after the effective date of this Article. The Depositary may likewise terminate the Deposit Agreement if at any time ninety sixty (9060) days shall have expired after the Depositary shall have delivered resigned, ifdelivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided under in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to . After the date fixed in such noticefor termination, the Custodian shall not accept for such terminationdeposit any further Ordinary Shares. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will willshall discontinue the registration of transfers of Receipts, will willshall suspend the distribution of dividends to the Holders holdersHolders thereof, and will willshall not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends andthat the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the sale of rights Deposit Agreement, and the delivery of shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. of two years yearssix (6) months from the date of termination, the Depositary may sell mayshall sell, to the extent practicable, the Deposited Securities then held by it under the Deposit Agreement and may mayshall thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After ThereafterAfter making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of. two years of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter thereafter, hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.. EXHIBIT B CHARGES OF THE DEPOSITARY Service Rate By Whom Paid

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by by. mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if Agreement, upon the notice set forth in the preceding sentence, at any time ninety (90) after 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a resigned, provided that no successor depositary shall not have been appointed and accepted its appointment as provided under the Deposit Agreement, within such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to 90 days. After the date so fixed in such notice, for such termination. If any Receipts remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, and will not give any further notices or perform any no further acts under the Deposit Agreement, except the collection to advise Holders of dividends such termination, receive and other hold distributions pertaining to on Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends Securities (or other distributions received with respect thereto and the net proceeds of the sale of any sell property or rights or other property, in exchange for Receipts surrendered to the Depositaryconvert Deposited Securities into cash) and deliver Deposited Securities being withdrawn. At any time As soon as practicable after the expiration of. two years of six months from the date of so fixed for termination, the Depositary may shall sell the Deposited Securities then held by and shall thereafter (as long as it under the Deposit Agreement and may thereafter lawfully do so) hold uninvested in a segregated account the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such saleEXHIBIT B TO DEPOSIT AGREEMENT FORM OF INSTRUCTIONS TO DEPOSITARY UPON DEPOSIT OF SHARES Citibank, N.A. 100 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Pursuant to Section 2.02 of the Deposit Agreement among Telefonica de Espana, S.A. ("Telefonica"), Citibank, N.A., as Depositary and the Holders of American Depositary Receipts dated as of November 13, 1996 (the "Deposit Agreement"), the following [Transfer Document/Transfer Documents representing] [and] [shares, each of] the capital stock of Telefonica, nominal value 500 pesetas each, are hereby deposited against issuance of American Depositary shall be discharged from all obligations under Shares evidenced by American Depositary Receipts pursuant to the Deposit Agreement, except to account for such net proceeds and other cash.:

TERMINATION OF DEPOSIT AGREEMENT. The Depositary will at any time at the direction of the Company, upon 60 days' prior written notice delivered by the Company to the Depositary, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts International GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have has delivered to the Company a written notice of its election to resign and resign, a qualified successor depositary shall has not have been appointed and accepted its appointment as provided under the Deposit Agreement, within 90 days after such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice, for such terminationdelivery. If any Receipts International GDRs shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of ReceiptsInternational GDRs, will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary will continue the collection of dividends and other distributions pertaining to Deposited Securities, the sale of will sell property and rights and Convert Deposited Securities into cash as provided in the delivery of Deposit Agreement, and will continue to deliver Deposited SecuritiesSecurities or the proceeds thereof, as permitted by applicable law, together with any dividends or other distributions received with respect thereto and the net next proceeds of the sale of any Shares, rights or other property, in all such cases, without liability for interest, in exchange for Receipts International GDSs surrendered to the Depositary. At any time after the expiration of. two years of one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderhereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts International GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash.