Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. As soon as practicable ------------------------------ after receipt of notice of any meeting of holders of Shares or other Deposited Securities the Depositary shall at the Company's expense, mail to the Registered Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, (b) a statement that such Registered Holders the Owners of Receipts at American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or Articles of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated member or members of the Board of Directors of the Issuer and (d) a statement that by instructing the Depositary as to the exercise of voting rights with respect to the Deposited Securities such Owner will be deemed (i) to authorize the Depositary to cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Owner to be registered in the name of such Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Issuer and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Greek law, the Articles of the Issuer and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Issuer in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or Deposited Securities as required to preserve such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personvoting rights. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by member or members of the Company Board of Directors of the Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a designated member or members of the Board of Directors of the Issuer to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, if requested in writing by the Company's expense, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be approved by the Company, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian lawChilean law or regulations, the Estatutos and the provisions of the or governing Deposited Securities or of the Memorandum and Articles of Association of (which provisions, if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesBoard of Directors the Company. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the vote that attaches to such Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If (i) the Company made a request to the Depositary does not receive as contemplated by the first sentence of this Section 4.07 and complied with the following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Owner’s Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities; provided , provided, that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Board of Directors of the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members In order to give Owners a person other than reasonable opportunity to instruct the Depositary or its nominee may be voted by such persons. Howeveras to the exercise of voting rights relating to Deposited Securities, Registered Holders who wish if the Company will request the Depositary to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance act under the preceding paragraph, the Company shall give the Depositary notice of shareholders meetings any such meeting not less than 30 days prior to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsmeeting date.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, (b) a statement that such Registered Holders the Owners of Receipts at American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or Articles of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated member or members of the Board of Directors of the Issuer and (d) a statement that by instructing the Depositary as to the exercise of voting rights with respect to the Deposited Securities such Owner will be deemed (i) to authorize the Depositary to cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Owner to be registered in the name of such Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, (ii) to authorize the Issuer and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Greek law, the Articles of the Issuer and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Issuer in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or Deposited Securities as required to preserve such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personvoting rights. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by member or members of the Company Board of Directors of the Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a designated member or members of the Board of Directors of the Issuer to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, the Federal Republic of Germany law and of the Deposited Securities or of the Memorandum and Articles of Association (Satzung) of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including including, if the Depositary has received a Recommendation (as defined below), an express indication that that, if no specific voting instruction is received from an Owner prior to the date set by the Depositary for that purpose (the “Instruction Date”), that Owner shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated by proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the “Recommendation”) as to any matter concerning which the notice from the Company indicates that a vote is to vote such Deposited Securitiesbe taken by holders of Shares and (d) containing any Recommendation. Upon the written request of an Owner of a Registered Holder number of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such that number of American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If In order to give Owners a reasonable opportunity to instruct the Depositary does as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall notify the Depositary of a meeting of holders of Deposited Securities and of details concerning the matters to be voted upon not receive less than 45 days prior to the meeting date. Subject to the following paragraph, if (i) the Company requested the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the immediately preceding paragraph, (ii) the Depositary received a Recommendation before it mailed a notice to Owners under that Section 4.07 and (iii) no specific voting instructions are received by the Depositary from any Registered Holder an Owner (to whom a notice was sent by the Depositary) with respect to any an amount of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purposeShares, such Registered Holder Owner shall be deemed, and the Depositary shall deem such Registered HolderOwner, to have instructed the Depositary to give discretionary a proxy to a person designated by the Company Proxy Bank to vote such that amount of Deposited Securities; provided Securities in accordance with Section 135 of the German Stock Corporation Act, except that (x) no such deemed instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely would materially affect the rights of holders of Shares. Shares Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary before the Depositary mails a notice to Owners under Section 4.07 of the Deposit Agreement, the Depositary shall deliver the above-referenced notice (which have been withdrawn shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Owners as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Owner on or before the depositary facility and transferred on the Company's Register of Members Instruction Date with respect to a person other than number of Deposited Securities, no votes shall be cast at such meeting with respect to that number of Deposited Securities. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice Deposited Securities in accordance with the provisions of shareholders meetings to enable them to make such withdrawal Section 4.07 of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsDeposit Agreement.

Voting of Deposited Securities. As soon Under the Company's bylaws as practicable ------------------------------ after in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Mexican law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyEstatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary shall notify may deem such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to vote such Deposited Securities. Upon the written request of a Registered Holder an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor endeavor, insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesin the following sentence. If (i) the Company notified the Depositary does not receive of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Registered Holder Owner with respect to any a number of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, that Owner to have instructed the Depositary to to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to vote such that number of Deposited Securities; provided , except that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which have been withdrawn from American Depositary Shares or the depositary facility and transferred on Deposited Securities represented thereby are listed, at least two business days prior to the date of such meeting, the Depositary shall if requested by the Company deliver to the Company's Register , to the attention of Members to a person other than its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or its nominee may cause to be voted voted, the Deposited Securities represented by the American Depositary Shares evidenced by such personsReceipts at such meeting. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice Delivery of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote instructions will be made at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors expense of the Company may decline provided that payment of such expense shall not be a condition precedent to register the transfer obligations of Shares on certain groundsthe Depositary under this Section 4.07.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of (a) notice from the Company of any meeting of holders of Shares or other Deposited Securities and (b) the statement of the Custodian or such other major commercial German bank as may be reasonably chosen by the Depositary shall at to act as a proxy bank (the "Proxy Bank"), setting forth its recommendations with regard to voting of the Shares as to any matter which is set forth in the notice from the Company on which a vote is to be taken by holders of Shares, together with an English translation thereof (the "Recommendation"), unless otherwise requested in writing by the Company's expense, the Depositary shall, as soon as practicable thereafter, mail to the Registered Holders of Receipts Owners a notice notice, which shall contain (ai) such information as is contained in such notice of meeting, meeting and (bii) a statement that such Registered the Owners and Holders ("Voters") as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian German law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, the Receipts and the Deposited Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the amount whole number of Shares or other Deposited Securities represented by their respective American Depositary Shares, and Shares on such date (c) the Recommendation and (d) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive no voting instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, are received on or before the date established by the Depositary for such purposepurpose in accordance with Section 4.7 of the Deposit Agreement (the "Instruction Date") then the Voters shall in each case be deemed to have instructed the Depositary to vote or cause the shares to be voted in accordance with the Recommendation. In addition, each Voter who desires to exercise, or give instructions for the exercise of, voting rights shall be required to execute and return to the Depositary on or before the Instruction Date, a document provided by the Depositary which (a) either (1) authorizes such Voter's American Depositary Shares to be delivered to a blocked account established for such purpose at The Depository Trust Company ("DTC") (as provided below), or (2) instructs the Depositary to block the Shares without delivering the American Depositary Shares to the Depositary and (b) instructs the Depositary as to how the whole number of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Voter's Receipts are to be voted. Upon the written request of a Voter, as applicable, on such record date, received on or before the Instruction Date, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under German law, the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company and the Receipts, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For The Company agrees, without any liability to the purposes Voters arising hereunder, to provide notice, to the extent practicable, of this Section 4.07any meeting of Voters of Shares or other Deposited Securities containing the requisite information, in the event that the Depositary receives express instructions from Registered Holders to demand a poll together with respect to any matter to be voted on by HoldersEnglish translations, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion within the twelve days following the publication of Indian counsel, reasonably satisfactory the invitation to the Depositaryshareholders meeting in the German Federal Gazette. Voting rights may be exercised only in respect of four (4) American Depositary Shares, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personintegral multiples thereof. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions or deemed instructions received from the Registered HolderVoters, or as provided belowapplicable, as of such record date. The Depositary may not itself exercise any Subject to the following paragraph of this Article (16), if no specific voting discretion over any Shares. If instructions are received by the Depositary does not receive instructions from any Registered Holder Voter (to whom Notice was sent by the Depositary) with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's American Depositary Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder Voter shall be deemed, and the Depositary shall deem such Registered HolderVoter, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities or to cause such Deposited Securities to be voted in accordance with the Recommendation. In no event may the Depositary itself exercise any voting discretion over any Shares or other Deposited Securities; provided . Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (x21) no such discretionary proxy shall be given calendar days prior to any meeting of holders of Shares or other Deposited Securities with respect to any matter as to which the Company informs Depositary has received notice from the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy givenCompany, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall mail the Notice (which in this case will not have any obligation to give such discretionary proxy to a person designated by contain the Company if Recommendation or the Company shall not have delivered to indication concerning the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iiito the Proxy Bank) certifies that to the Company has not and Voters as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Voter on or before the Instruction Date with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts, no votes shall not request be cast at such meeting with respect to such Deposited Securities. Nothing in the discretionary proxy Deposit Agreement shall be construed to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members grant to a person other than the Depositary or its nominee may be voted Voter any voting rights with respect to Deposited Securities to which, by such persons. Howevertheir terms, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may voting rights do not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsotherwise attach.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, the Federal Republic of Germany law and of the Deposited Securities or of the Memorandum and Articles of Association (Satzung) of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including including, if the Depositary has received a Recommendation (as defined below), an express indication that that, if no specific voting instruction is received from an Owner prior to the date set by the Depositary for that purpose (the “Instruction Date”), that Owner shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated by proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the “Recommendation”) as to any matter concerning which the notice from the Company indicates that a vote is to vote such Deposited Securitiesbe taken by holders of Shares and (d) containing any Recommendation. Upon the written request of an Owner of a Registered Holder number of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such that number of American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If In order to give Owners a reasonable opportunity to instruct the Depositary does as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall notify the Depositary of a meeting of holders of Deposited Securities and of details concerning the matters to be voted upon not receive less than 45 days prior to the meeting date. Subject to the following paragraph of this Section 4.07, if (i) the Company requested the Depositary to act under this Section 4.07 and complied with the immediately preceding paragraph, (ii) the Depositary received a Recommendation before it mailed a notice to Owners under this Section 4.07 and (iii) no specific voting instructions are received by the Depositary from any Registered Holder an Owner (to whom a notice was sent by the Depositary) with respect to any an amount of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purposeShares, such Registered Holder Owner shall be deemed, and the Depositary shall deem such Registered HolderOwner, to have instructed the Depositary to give discretionary a proxy to a person designated by the Company Proxy Bank to vote such that amount of Deposited Securities; provided Securities in accordance with Section 135 of the German Stock Corporation Act, except that (x) no such deemed instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely would materially affect the rights of holders of Shares. Shares Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary before the Depositary mails a notice to Owners under this Section 4.07, the Depositary shall deliver the above-referenced notice (which have been withdrawn shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Owners as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Owner on or before the depositary facility and transferred on the Company's Register of Members Instruction Date with respect to a person other than number of Deposited Securities, no votes shall be cast at such meeting with respect to that number of Deposited Securities. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors provisions of the Company may decline to register the transfer of Shares on certain groundsthis Section 4.07.

Voting of Deposited Securities. As soon as practicable ------------------------------ after of the date of this Deposit Agreement, the Shares do not give the holders thereof any voting rights. If in the future, the terms of the Shares should be revised or amended to provide for voting rights, or should such Shares obtain voting rights on account of the occurrence of any event or change, then, upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be subject to the reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Brazilian law and of the Estatuto of the Issuer and the provisions of the Deposited Securities or of the Memorandum and Articles of Association of the CompanySecurities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Companythat, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions, it may deem instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed been given under the Depositary penultimate sentence of this paragraph to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesIssuer. Upon the written request of an Owner of a Registered Holder Receipt on such that record date, received on or before the date established by the Depositary for such the purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under applicable laws and the applicable provisions of law and the Estatuto of the Memorandum Issuer and Articles of Association governing Deposited Securities the provisions of the Company Deposited Securities, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a that Receipt in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Securities other than in accordance with such instructions received from Owners or deemed received under the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesfollowing sentence. If (i) the Issuer made a request to the Depositary does not receive as contemplated by the second sentence of this Section 4.07 and complied with the following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any an amount of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's that Owner’s Receipts on or before the date established by the Depositary for such that purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company Issuer with respect to vote such that amount of Deposited Securities; provided , except that (x) no such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such that information as promptly as practicable in writing, if applicable) that (ix) the Company Issuer does not wish such proxy givento receive a discretionary proxy, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from The Depositary shall not, and the depositary facility Depositary shall ensure that the Custodian or any of its nominees shall not, exercise any voting discretion over any Deposited Securities. If the Issuer will request the Depositary to act under the preceding paragraph, the Issuer shall give the Depositary notice of any such meeting or solicitation and transferred on details concerning the Company's Register of Members matters to a person other be voted upon not less than the Depositary or its nominee may be voted minimum number of days required by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal Brazilian law (including the regulations of the Shares in time to vote at CVM) or the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors rules of the Company may decline Brazilian Stock Exchange prior to register the transfer of Shares on certain groundsmeeting date or date for giving such proxies or consents.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, if requested in writing by the Company's expense, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be (subject to the other terms of the Deposit Agreement) in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Argentine law and of the Deposited Securities By-Laws or of the Memorandum and Articles of Association similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Companythat, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions, it may deem instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed been given under the Depositary last sentence of this paragraph to give a discretionary proxy to a person designated vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution and, if it has been so notified, an indication whether or not each resolution to vote such Deposited Securitiesbe voted on has been proposed by the board of directors of the Company. Upon the written request of an Owner of a Registered Holder Receipt on such the relevant record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a that Receipt in accordance with the instructions set forth in such request, except that the Depositary need not vote or cause to be voted, whether by following express instructions or otherwise as provided below, with respect to any Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company to the effect that that resolution does not violate Argentine Law or the Bylaws or any similar organizational document of the Company. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Securities other than in accordance with such instructions received from Owners or deemed received under the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesfollowing sentence. If (i) the Company made a request to the Depositary does not receive as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any an amount of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's that Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, that Owner to have instructed the Depositary to give discretionary proxy to a person designated vote that amount of Deposited Securities in favor of all resolutions proposed by the Company board of directors of the Company, or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution, except that such instruction shall not be deemed to have been given and the Depositary shall not vote such that amount of Deposited Securities; provided that (x) no such discretionary proxy shall be given Securities with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as reasonably practicable in writing, if applicable) that (ix) the Company does not wish such proxy giventhe Depositary to vote the Deposited Securities in respect of which it has not received instructions as set forth above, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members In order to give Owners a person other than reasonable opportunity to instruct the Depositary or its nominee may as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting and containing (i) details concerning the matters to be voted upon and (ii) an indication whether or not each resolution to be voted upon has been proposed by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice the board of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline Company, not less than 30 days prior to register the transfer of Shares on certain groundsmeeting date.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts record as of the record date set by the Depositary under Section 4.06 of the Deposit Agreement (the “Voting Record Date”) a notice, the form of which notice shall be approved of by the Company which shall contain (a) such information as is contained in such notice of meeting, (b) a voting instruction card in the form prepared by the Depositary after consultation with the Company, (c) a statement that such Registered Holders the Owners of Receipts at record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or English law and of the Memorandum and Articles of Association of the CompanyCompany and the provisions of or governing the Deposited Securities, to instruct either (i) use such voting instruction card to request the Depositary Depositary, its Custodian or nominee (as appropriate) to appoint the Owner its proxy to attend at that meeting and vote with respect to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary SharesShares evidenced by such Owner’s Receipts or (ii) instruct the person nominated by the Depositary, its Custodian or nominee as its proxy as to the exercise of the voting rights pertaining to that number of Shares or other Deposited Securities, and (cd) a brief statement as to the manner in which such voting instructions may be given, including an express indication that the Depositary shall notify such instruction given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated nominated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesDepositary. Upon the written request of an Owner of a Registered Holder on such record date, Receipt as of the Voting Record Date received on or before the date established by the Depositary for such purposethat purpose (the “Instruction Date”), the Depositary shall endeavor insofar as is practicable and permitted under to cause the applicable provisions appointment (or, if the Deposited Securities are registered in the name of law and or held by its Custodian or a nominee, the Depositary shall endeavor to procure that the Custodian or its nominee shall cause the appointment), subject to the articles of association of the Memorandum Company, of that Owner as a proxy in respect of that meeting (including any adjournment of that meeting) to attend and Articles vote the number of Association governing Deposited Securities represented by the American Depositary Shares evidenced by that Receipt. Upon the written request of an Owner of a Receipt as of the Company Voting Record Date, received on or before the Instruction Date, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to Neither the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each nor the nominee of their nominees does not, vote, either of them shall vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such written instructions from Owners given in accordance with Section 4.07 of the Registered Holder, Deposit Agreement. There can be no assurance that Owners generally or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If Owner in particular will receive the notice described in the first paragraph of Section 4.07 of the Deposit Agreement sufficiently prior to the Instruction Date to ensure that the Depositary does not receive instructions from any Registered Holder with respect to any of will appoint the Owner its proxy or vote the Shares or Deposited Securities represented by as requested in accordance with the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter provisions set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraphs.

Voting of Deposited Securities. As soon Whenever a meeting of holders of Shares is to be held, the Company shall notify the Depositary at least 30 days prior to the meeting date (i) whether, under the CPO Trust Agreement, non-Mexican holders of CPOs will be entitled to give voting instructions to the CPO Trustee and, if so, as practicable ------------------------------ after to which matters to be voted upon those holders of CPOs will be entitled to give voting instructions and (ii) what evidence the Company and the CPO Trustee require from Mexican holders of CPOs as to their status as Mexican holders. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company and in any notice received from the Company under the first paragraph of this Section 4.07, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Mexican law or the CPO Trust and of the Deposited Securities articles of association or of the Memorandum and Articles of Association similar documents of the Company, to instruct the Depositary as to the exercise of the voting rightsrights or right to give voting instructions, if any, pertaining to the amount of Shares CPOs or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, given including an express indication that the Depositary shall notify such instruction that, to the Chairman of the Companyextent an Owner is entitled to give voting instructions, or such other director that the Chairman instructions may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders be given to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company CPO Trustee, and (d) if applicable, a statement that, to vote such Deposited Securitiesthe extent that an Owner does not furnish evidence satisfactory to the CPO Trustee that voting instructions are being given by or on behalf of Mexican holders, pursuant to the provisions of the CPOs and the CPO Trust, that Owner may not give instructions and the amount of Shares underlying the amount of CPOs represented by that Owner’s American Depositary Shares shall be voted by the CPO Trustee in the same manner as a majority of the other Shares are voted at the meeting. Upon the written request of a Registered Holder an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted or give voting instructions with respect to the amount of Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For The Depositary will not vote or give voting instructions with respect to Deposited Securities other than in accordance with instructions received from Owners. The Depositary shall forward to the purposes CPO Trustee any evidence received by it from Owners purporting to establish that those Owners are entitled to give voting instructions with respect to matters as to which only Mexican holders may give voting instructions under the terms of the CPO Trust Agreement. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the event notice required by this Section 4.07 sufficiently prior to the date established by the Depositary to ensure that the Depositary receives express will be able to vote or give voting instructions from Registered Holders to demand a poll with respect to the Deposited Securities in accordance with this Section 4.07. Whenever any matter Owner gives a notice to be voted on by Holdersthe Depositary containing a request for a meeting of holders of CPOs concerning any business of the CPO Trust, the Depositary may notify the Chairman shall give or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are cause to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver given notice to the Depositary an opinion Common Representative containing such request in the same form as provided in the notice from such Owner. Such notice shall state that it is given as the holder of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand number of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities CPOs represented by the American Depositary Shares evidenced by the Receipts held by such Owner. Whenever any Owner gives a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If notice to the Depositary does not receive instructions from any Registered Holder containing a request for a meeting of holders of Shares, exercising the right of a shareholder with respect to any the underlying Shares or containing a request for the appointment of a director, the Deposited Securities Depositary shall give or cause to be given notice to the Company containing such request in the same form as provided in the notice from such Owner. Such notice shall state that it is given as the holder of that number of Shares underlying the CPOs represented by the American Depositary Shares evidenced held by such Registered Holder's Receipts on Owner. After giving that notice to the Common Representative or before the date established by Company, as the Depositary for such purposecase may be, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given further duty or liability with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter notice received from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsOwner.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall, as soon as practicable thereafter, fix a record date for determining the Owners entitled to give instructions for the exercise of voting rights as provided in the Deposit Agreement and shall at the Company's expense, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders the Owners of Receipts at as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyCompany and the provisions of the Deposited Securities (which provisions, if any, shall be summarized in pertinent part, it being understood that the Company shall prepare such summary), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder given and (d) a statement that if by instructing the Depositary does not receive instructions from a Registered Holder, as to the exercise of voting rights with respect to the Deposited Securities such Registered Holder may under certain circumstances Beneficial Owner will be deemed (i) to have instructed authorize the Depositary to give a discretionary proxy to a person designated cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Beneficial Owner to be registered in the name of such Beneficial Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Company and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Swedish law, the Articles of Association of the Company and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Beneficial Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur. The parties acknowledge that, under Swedish law and the Company's Articles of Association as in effect on the date hereof, an Owner will only be entitled to exercise the voting rights, if any, pertaining to the Shares or other Deposited Securities under (but not any fraction thereof) represented by the ADSs if such Owner is entered in the register of shareholders maintained by VPC not later than the tenth day prior to such meeting, and gives notice of his intention to attend the meeting, in person or by proxy, not later than 4:00 p.m. on a date specified in the notice convening the meeting. Upon the written request of a Registered Holder Beneficial Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such requestrequest and will notify the Company in advance of its intention to so vote, or cause to be voted, as required to preserve such voting rights. For the purposes of this Section 4.07, in the event that Neither the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each of their nominees does notshall under any circumstances exercise any discretion as to voting, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than except pursuant to and in accordance with such written instructions from the Registered Holder, or as provided belowOwners. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established for which no specific voting instructions are received by the Depositary for such purpose, such Registered Holder shall be deemed, and from the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary applicable Owner shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsvoted.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall, as soon as practicable thereafter, fix a record date for determining the Owners entitled to give instructions for the exercise of voting rights as provided herein and shall at the Company's expense, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Swedish law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyCompany and the provisions of the Deposited Securities (which provisions, if any, shall be summarized in pertinent part, it being understood that the Company shall prepare such summary), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder given and (d) a statement that if by instructing the Depositary does not receive instructions from a Registered Holder, as to the exercise of voting rights with respect to the Deposited Securities such Registered Holder may under certain circumstances Beneficial Owner will be deemed (i) to have instructed authorize the Depositary to give a discretionary proxy to a person designated cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Beneficial Owner to be registered in the name of such Beneficial Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Company and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Swedish law, the Articles of Association of the Company and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Beneficial Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur. The parties acknowledge that under Swedish law and the Company's Articles of Association as in effect on the date hereof, an Owner will only be entitled to exercise the voting rights, if any, pertaining to the Shares or other Deposited Securities (but not any fraction thereof) represented by the ADSs if such Owner is entered in the register of sharesholders maintained by VPC not later than the tenth day prior to such meeting, and gives notice of his intention to attend the meeting, in person or by proxy, not later than 4:00 p.m. on a date specified in the notice convening the meeting. Upon the written request of a Registered Holder Beneficial Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such requestrequest and will notify the Company in advance of its intention to so vote, or cause to be voted, as required to preserve such voting rights. For the purposes of this Section 4.07, in the event that Neither the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each of their nominees does notshall under any circumstances exercise any discretion as to voting, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than except pursuant to and in accordance with such written instructions from the Registered Holder, or as provided belowOwners. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established for which no specific voting instructions are received by the Depositary for such purpose, such Registered Holder shall be deemed, and from the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary applicable Owner shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsvoted.

Voting of Deposited Securities. As soon as practicable ------------------------------ after (a) Upon receipt of notice of any meeting of or solicitation of proxies or consent from, holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, but which shall contain (ai) such information as is contained in such notice of meetingmeeting or solicitation received by the Depositary from the Company, (bii) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities German law and Satzung or of the Memorandum and Articles of Association similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (ciii) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (div) a statement that that, if the Depositary does not receive no voting instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, are received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), that an Owner shall be deemed to have instructed the Depositary to give a proxy to the Custodian to vote such Shares or other Deposited Securities in accordance with the Recommendation (as defined below) as provided under Section 135 of the German Stock Corporation Act (as described below), and (v) a copy of the Recommendation (as defined below) prepared by such Custodian in accordance with Section 128(2) of the German Stock Corporation Act, together with an English translation thereof. The Company has advised that at the date of this Deposit Agreement, Section 128(2) of the German Stock Corporation Act requires a Vorschlag (a “Recommendation”) be issued in respect of meeting agenda items under certain circumstances by certain German banks (which for the purposes of the Deposit Agreement is the Custodian, or other banks as will be appointed by the Depositary) that may exercise voting rights on behalf of shareholders. The Company has further advised that Section 135 of the German Stock Corporation Act provides that if such German banks do not receive voting instructions from the owners of such shares, the certain German banks will vote such shares, except under certain limited circumstances, in accordance with the Recommendation issued under Section 128(2) of the German Stock Corporation Act. The Depositary shall not itself exercise any voting discretion over any Shares or other Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the Instruction Date (as established by the Depositary for such purposes), the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not tonot, and shall ensure that the its Custodian and each of their nominees does not, vote, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next following paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon Except in the case of any question to be voted upon at a meeting of holders of Deposited Securities that may materially affect the rights of holders of those Deposited Securities (which determination of materiality will be made reasonably and in good faith by the Issuer and communicated by the Issuer to the Depositary), Owners and Beneficial Owners shall not be entitled to instruct the Depositary as practicable ------------------------------ after to voting of the Deposited Securities, but rather will be deemed to have instructed the Depositary to give a discretionary proxy to a member of the Board of Directors of the Issuer designated by the Issuer, and the Depositary will give such a proxy unless it has been notified by the Issuer that it does not wish for that proxy to be given. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if the Depositary shall at has received notice from the Company's expenseIssuer that a question is to be voted upon that may materially affect the rights of holders of Deposited Securities (and the Issuer agrees to give that notice to the Depositary as promptly as practicable, if applicable), and if the Issuer so requests in writing, the Depositary shall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts American Depositary Shares representing those Deposited Securities a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, (b) a statement that such Registered Holders the Owners of Receipts at those American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or Articles of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares with respect to that question and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder an Owner described in the preceding sentence on such record datedate with respect to an amount of American Depositary Shares described in the preceding sentence, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Issuer in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or Deposited Securities as required to preserve such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are voting rights. If any question to be voted on and upon at a meeting of holders of Deposited Securities pertains to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand an amendment of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth hereinof the Deposited Securities that would adversely affect the rights of holders of Deposited Securities to a material extent, the Company shall, at its expense, deliver Issuer shall deem that question to materially affect the rights of holders of Deposited Securities and the Issuer shall give notice to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is as provided in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personthis paragraph. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, given or as provided belowdeemed given in accordance with this Section 4.7. The Depositary may not itself exercise any voting discretion over any Shares. If In order to give Owners a reasonable opportunity to instruct the Depositary does not receive instructions from any Registered Holder with respect as to any the exercise of voting rights relating to Deposited Securities, if the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed Issuer will request the Depositary to act under the second preceding paragraph, the Issuer shall give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (notice of any such meeting or solicitation and details concerning the Company agrees matters to provide be voted upon not less than 45 days prior to the meeting date or date for giving such information as promptly as practicable proxies or consents. There can be no assurance that Owners generally or any Owner in writing) particular will receive the notice described in the third preceding paragraph sufficiently prior to the Instruction Date to ensure that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors provisions of the Company may decline to register the transfer of Shares on certain groundsthis Section 4.7.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail or cause to be mailed to the Registered Holders Owners a notice, the form of Receipts a which notice shall be subject to the reasonable discretion of the Depositary and any applicable provision of Argentine law that governs the form of such notice, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Argentine law and of the Deposited Securities or by-laws of the Memorandum Company and Articles of Association the provisions of the CompanyShares or other Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the The Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman shall not vote Shares or a person designated other Deposited Securities represented by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such American Depositary Shares except in accordance with such Registered Holder's instructionsinstructions received from an Owner; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by if no such instructions are received, the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with the recommendations of the Board of Directors of the Company made to all holders of Shares, unless prohibited from doing so by any applicable provisions of Argentine law, and if no such instructions from recommendations are made it shall not vote such Shares or other Deposited Securities. Notwithstanding the Registered Holderforegoing, the Depositary shall not be required to vote such Shares in accordance with the recommendations of the Board of Directors, if made, unless the Company has provided to the Depositary a copy of an opinion of Argentine counsel stating that the action recommended by the Board of Directors for approval by holders of Shares is not in contravention of Argentine law or regulations, if any, or as provided belowthe by-laws of the Company. The Depositary may not itself exercise In addition, at any voting discretion over any Shares. If meeting of holders of Shares or other Deposited Securities, the Depositary does not receive instructions from any Registered Holder with respect to any shall, if requested by the Board of Directors of the Company and unless prohibited by any applicable provisions of Argentine law, deposit all Shares or other Deposited Securities represented by the American Depositary Shares evidenced by for purposes of establishing a quorum at such Registered Holder's Receipts on meetings, whether or before not voting instructions with respect thereto have been received. The Depositary agrees to retain all records relating to the date established by voting of Deposited Securities pursuant to this Section as required under applicable Argentine law. In connection with the Depositary for such purpose, such Registered Holder shall be deemed, performance of their respective obligations under this section the Company and the Depositary shall deem hereby mutually agree to inform one another of any applicable requirements of Argentine law and any changes thereto as soon as such Registered Holderrequirements or changes come to the Company’s or the Depositary’s knowledge, to have instructed as the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the case may be. The Depositary shall not have be responsible for determining the existence or applicability of any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsrequirement.

Voting of Deposited Securities. As soon The CPO Trust Agreement, as practicable ------------------------------ after in effect on the date of the Deposit Agreement, does not give holders of CPOs the right to instruct the CPO Trustee how to vote the underlying Shares. Therefore, the two following paragraphs apply only if there is a meeting of holders of CPOs or there is a change in the CPO Trust Agreement that otherwise gives holders of Deposited Securities voting rights or rights to give instructions how to vote securities underlying the Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at shall, as soon as practicable thereafter, fix a record date as provided in Section 4.06 of the Company's expense, Deposit Agreement and mail to the Registered Holders of Receipts Owners a notice which shall contain (ai) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (bii) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian Mexican law, of the Deposited Securities CPO Trust or of the Memorandum and Articles of Association of the CompanyBylaws, to instruct the Depositary as to the exercise of the voting rights, or right to give voting instructions, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (ciii) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securitiesis received. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted or to give voting instructions with respect to the amount of Deposited Securities represented by such underlying the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express If such instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holdersare set forth, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares vote that attaches to those CPOs or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If the Depositary does not receive no instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established are received by the Depositary for such purposefrom any Owner, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote or give voting instructions with respect to such Deposited Securities; provided that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be adversely affected such proxy would materially and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of SharesCPOs. Shares which have been withdrawn from In the depositary facility and transferred on event that the Company's Register of Members to a person other than Company does so inform the Depositary in writing of the existence of any of the foregoing circumstances (x), (y) or its nominee (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or to give voting instructions with respect to or cause the Custodian to vote or give voting instructions with respect to such Deposited Securities in the same manner as holders of the majority of the class of Deposited Securities voted at the relevant meeting. Whenever any Owner gives a notice to the Depositary containing a request for a meeting of holders of CPOs concerning any business of the CPO Trust or at which holders of CPOs may be voted entitled to vote, the Depositary shall give or cause to be given notice to the Common Representative containing such request in the same form as provided in the notice from such Owner. Such notice shall state that it is given in the Depositary’s capacity as the holder of that number of CPOs represented by the American Depositary Shares evidenced by the Receipts held by such personsOwner. However, Registered Holders who wish There can be no assurance that Owners generally or any Owner in particular will receive the notice required by Section 4.07 of the Deposit Agreement sufficiently prior to withdraw Shares the date established by the Depositary to ensure that the Depositary will be able to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings or give voting instructions with respect to enable them to make such withdrawal of the Shares Deposited Securities in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsaccordance with that Section.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Company of notice of any meeting or solicitation or proxies or consents of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingreceived by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, law and of the Deposited Securities by-laws or of the Memorandum and Articles of Association similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Companythat, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions, it may deem instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed been given under the last sentence of this paragraph to vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company, or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other securities of the same class voted at the meeting are voted in respect of that resolution, and (d) any indication received by the Depositary from the Company as to give a discretionary proxy whether or not each resolution to a person designated be voted on has been proposed by the Company to vote such Deposited Securitiesboard of directors of the Company. Upon the written request of a Registered Holder an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under applicable laws and the applicable provisions of law and terms of the Memorandum and Articles of Association governing Deposited Securities By-laws of the Company and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions received from Owners or deemed received under the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesfollowing sentence. If (i) the Company made a request to the Depositary does not receive as contemplated by Section 4.07 of the Deposit Agreement, (ii) complied with the second paragraph of Section 4.07 of the Deposit Agreement and (iii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any an amount of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such that purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, that Owner to have instructed the Depositary to give discretionary proxy to a person designated vote, and the Depositary shall endeavor, in so far as practicable and permitted under applicable laws and the terms of the By-laws of the Company and the provisions of the Deposited Securities, that amount of Deposited Securities in favor of all resolutions proposed by the Company board of directors of the Company, or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other securities of the same class voted at the meeting are voted in respect of that resolution, except that such instruction shall not be deemed to have been given and the Depositary shall not vote such that amount of Deposited Securities; provided that (x) no such discretionary proxy shall be given Securities with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy giventhe Depositary to vote those Deposited Securities, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members In order to give Owners a person other than reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting or its nominee may solicitation, details concerning the matters to be voted upon and whether each matter to be voted upon is proposed by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice the board of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline Company, in each case not less than 30 days in advance of the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice provided for in Section 4.07 of the Deposit Agreement sufficiently prior to register the transfer of instruction date to ensure that the Depositary will vote the Shares on certain groundsor Deposited Securities in accordance with the provisions set forth in that Section 4.07.

Voting of Deposited Securities. Holders will not be entitled to vote the Shares underlying CPOs deposited thereunder, and all of such Shares will be voted by the Trustee in the same manner as the majority of Shares that are not held in the Trust and that are voted at the relevant meeting. As soon as practicable ------------------------------ after the receipt of a notice of any meeting of holders of Shares or other securities underlying Deposited Securities, the Depositary shall mail the information contained in such notice to Holders together with a statement that, pursuant to the provisions of the CPOs and the agreement creating the Trust, Holders may not exercise voting rights with respect to the Shares underlying the CPOs, and that the Trustee will vote all such Shares in the same manner as the majority of all Shares that are not held in the Trust and that are voted at the relevant meeting. As soon as practicable after receipt of notice of any meeting of holders of Shares CPOs or other Deposited Securities Securities, the Depositary shall at fix a record date for determining the Company's expenseHolders entitled to give instructions for the exercise of voting rights, if any, as provided in paragraph (15) and shall mail to the Registered Holders of Receipts record a notice which shall contain contain: (a) such information as is contained in such notice of meeting, (b) a statement statement, if provided by the Trustee or the Common Representative or the Company, as applicable, that such Registered the Holders of Receipts at the close of business on a specified record date will be entitled, subject to the terms of this paragraph, any applicable provision provisions of Indian Mexican law, of the Deposited Securities or Trust and of the Memorandum and Articles of Association Estatutos Sociales of the CompanyCompany (which provisions, shall be summarized in pertinent part, if such summary is provided by the Trustee or the Common Representative), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares CPOs or other Deposited Securities represented by the respective ADSs evidenced by their respective American Depositary Shares, Receipt or Receipts and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction instructions may be given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesTrustee. Upon the written request of a Registered Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount number of Deposited Securities represented by such American Depositary Shares the ADSs evidenced by the Receipt or Receipts of such Receipt Holder in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that to vote or cause to be voted the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares CPOs or other Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt other than in accordance with such unless it receives instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon The Depositary hereby irrevocably appoints (or, if the Deposited Securities are registered in the name of or held by its Custodian or a nominee, the Depositary hereby agrees to procure that the Custodian or its nominee shall appoint), in each case subject to the Articles of Association of the Company, each Owner as practicable ------------------------------ after of the record date (the “Voting Record Date”) fixed by the Depositary in accordance with Section 4.6 of the Deposit Agreement in respect of any meeting (including any adjourned meeting) at which holders of Deposited Securities are entitled to vote as its proxy to attend, vote, call for a poll and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts held by such Owners on the Voting Record Date. In respect of any such meeting each such Owner may appoint either a person nominated by the Depositary or any other person as its substitute proxy to attend, vote, call for a poll and speak on behalf of the Owner subject to and in accordance with the provisions of Section 4.7 of the Deposit Agreement and the Articles of Association of the Company. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts record as of the Voting Record Date a notice, the form of which notice shall be approved of by the Company which shall contain (a) such information as is contained in such notice of meeting, (b) a Receipt proxy card in the form prepared by the Depositary after consultation with the Company, (c) a statement that such Registered Holders the Owners of Receipts at record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or English law and of the Memorandum and Articles of Association of the CompanyCompany and the provisions of or governing the Deposited Securities, either (i) to use such Receipt proxy card in order to attend, vote, call for a poll or speak at such meeting as the proxy of the Depositary or its nominee solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (ii) to appoint any other person as the substitute proxy of such Owner to attend, vote, speak or call for a poll at such meeting as the proxy of the Depositary or its nominee, solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (iii) to appoint the person nominated by the Depositary as the substitute proxy of such Owner and to instruct such person nominated by the Depositary as to the exercise of the voting rights, if any, rights pertaining to the amount of Shares or other Deposited Securities represented by their respective the American Depositary SharesShares evidenced by such Owner’s Receipts, and (cd) a brief statement as to the manner in which such voting instructions may be given, including an express indication that the Depositary shall notify such instruction given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated nominated by the Chairman as representative of the Depositary and the Registered Holders Depositary, if that person is to attend such meeting and vote the Deposited Securities in the direction so instructed be appointed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesOwner as its substitute proxy. Upon the written request of an Owner of record of a Registered Holder Receipt on such record datethe Voting Record Date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to Neither the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each nor the nominee of their nominees does not, vote, either of them shall vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such written instructions from Owners given in accordance with Section 4.7 of the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any SharesDeposit Agreement. If no valid written instructions are received by the Depositary does not receive instructions from any Registered Holder an Owner with respect to any of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary Securities shall not have any obligation to give such discretionary proxy to a person designated be voted by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee but may be directly voted by such persons. Howeverthe Owners, Registered Holders who wish to withdraw Shares to vote as proxy for the Depositary, in attendance at a shareholders meeting may not receive sufficient advance notice meetings of shareholders meetings or by substitute proxy, subject to enable them to make such withdrawal and in accordance with the provisions of Section 4.7 of the Deposit Agreement and the Company’s Articles of Association. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon promptly as practicable ------------------------------ after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, subject to applicable law and the Company's expenseArticles of Association, mail to the Registered Holders of Receipts a notice which shall contain (a) containing such information as is contained in such notice of meetingand any solicitation materials, (b) a statement stating that such Registered Holders of Receipts at each Holder on the close of business on a specified record date set by the Depositary therefor will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount whole number of Shares or other Deposited Securities represented by their respective American Depositary Sharesunderlying such Holder's ADRs, and (c) a brief statement as to the manner in which specifying how and when such instructions may be given, including an express indication that that, if no specific voting instruction is received prior to the record date set by the Depositary therefor, then the Holders shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances each case be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the "Proxy Bank"), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the "Recommendation") as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares, and a copy of the Recommendation and an English translation thereof, each as provided by the Company Company. Each Holder who desires to vote exercise or to give instructions for the exercise of voting rights shall execute and return to the Depositary on or before the date established by the Depositary for such purpose, a document provided by the Depositary that instructs the Depositary as to how the number of Shares or other Deposited SecuritiesSecurities represented by such Holder's ADRs are to be voted. Upon the written request receipt of instructions of a Registered Holder on such record date, received date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under applicable law, the applicable provisions of law and of the Memorandum and Company's Articles of Association and the provisions of or governing Deposited Securities of the Company Securities, to vote or cause to be voted the amount of Deposited Securities represented by underlying such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares Holder's ADRs in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to votevote that attaches to the Deposited Securities, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions received from the Registered HolderHolders (or deemed to have been so received as set forth in the next paragraph), or as provided belowof such record date. The Depositary may not itself exercise any Subject to the following paragraph of this paragraph (13), if no specific voting discretion over any Shares. If instructions are received by the Depositary does not receive instructions from any Registered Holder (to whom a notice and the Recommendation were sent by the Depositary) with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established set by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary a proxy to a person designated by the Company Proxy Bank to vote such Deposited Securities in accordance with Section 135 of the German Stock Corporation Act. The Depositary shall not itself exercise any discretion over any Deposited Securities; provided that (x) no . Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such discretionary proxy shall be given deemed instruction with respect to any matter as to which the Company informs such meeting unless and until the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) has been provided with an opinion of Indian counselcounsel to the Company, reasonably in form and substance satisfactory to the Depositary. If after the date such opinion is delivered to the Depositary, stating the Company is advised by counsel that there has occurred a change in German law such action is that the foregoing opinion could no longer be rendered favorably in conformity whole or in part, the Company shall promptly notify the Depositary of such change and the Holders shall thereafter not be deemed to have given any such instruction. Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary at least thirty (30) calendar days prior to any meeting of holders of Shares or other Deposited Securities with all applicable laws and regulations (bb) a representation and indemnity letter respect to which the Depositary has received notice from the Company Company, the Depositary shall mail the above-referenced notice (executed by a senior officer of which shall not contain the Company) which (i) designates Recommendation or the person to whom any discretionary proxy should be given, (ii) confirms that indication concerning the Company wishes such discretionary proxy to be given and (iiito the Proxy Bank) certifies that to the Company has not and Holders as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Holder with respect to the Deposited Securities on or before the date set by the Depositary for such purpose, no votes shall not request the discretionary proxy be cast or caused to be given as cast by the Depositary at such meeting with respect to such Deposited Securities. The Depositary will endeavor to ensure that on any matter as date on which it votes or causes to be voted Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Agreement the number of Deposited Securities with respect to which substantial opposition exists it has received voting instructions or which may adversely affect deemed voting instructions from Holders. If on any such meeting record date, the rights number of holders of Shares. Shares which have been withdrawn from Deposited Securities on deposit under the depositary facility and transferred on the Company's Register of Members to a person other Agreement is less than the number of Deposited Securities with respect to which the Depositary has received voting instructions or its nominee may deemed voting instructions, the Depositary shall vote or cause to be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at Deposited Securities in accordance with such instructions or deemed instructions adjusting the number of Deposited Securities voted on a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspro-rated basis.

Voting of Deposited Securities. As soon as practicable ------------------------------ after (a) Upon receipt of notice of any meeting of or solicitation of proxies or consent from, holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, but which shall contain (ai) such information as is contained in such notice of meetingmeeting or solicitation received by the Depositary from the Company, (bii) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, the laws of the Deposited Securities or Federal Republic of Germany and of the Memorandum and Articles articles of Association association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (ciii) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (div) a statement that that, if the Depositary does not receive no voting instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, are received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), that an Owner shall be deemed to have instructed the Depositary to give a proxy to the Custodian to vote such Shares or other Deposited Securities in accordance with the Recommendation (as defined below) as provided under Section 135 of the Stock Corporation Act of Germany (the “Stock Corporation Act”) (as described below), and (v) a copy of the Recommendation (as defined below) prepared by such Custodian in accordance with Section 128(2) of the Stock Corporation Act, together with an English translation thereof. The Company has advised that at the date of this Deposit Agreement, Section 128(2) of the Stock Corporation Act requires a Vorschlag (a “Recommendation”) be issued in respect of meeting agenda items under certain circumstances by certain German banks (which for the purposes of the Deposit Agreement is the Custodian, or other banks as will be appointed by the Depositary) that may exercise voting rights on behalf of shareholders. The Company has further advised that Section 135 of the Stock Corporation Act provides that if such German banks do not receive voting instructions from the owners of such shares, the certain German banks will vote such shares, except under certain limited circumstances, in accordance with the Recommendation issued under Section 128(2) of the Stock Corporation Act. The Depositary shall not itself exercise any voting discretion over any Shares or other Deposited Securities. Upon the written request of an Owner on such record date, received on or before the Instruction Date, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not tonot, and shall ensure that the its Custodian and each of their nominees does not, vote, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next following paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary (after consultation with the Company if practicable), which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners of Receipts at as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities Cayman Islands law or Hong Kong law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, given including an express indication that if no instruction is received, an instruction may be given on behalf of such Owner in accordance with the Depositary shall notify such instruction last sentence of this paragraph to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesCompany. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesinstructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Owner’s Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities; , provided that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs notifies the Depositary (and the Company agrees to provide such information notification as promptly as reasonably practicable in writing) that and (ix) the Company does not wish such proxy given, (iiy) in the opinion of the Company, substantial opposition exists or (iiiz) such matter materially and adversely affects the rights of the or holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if Shares, provided further that the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as no liability to any matter as to which substantial opposition exists Owner or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn Beneficial Owner resulting from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsnotification.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, mail as soon as practicable thereafter, distribute to the Registered Holders of Receipts ADRs (A) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meeting, and (bii) a statement that such Registered the Holders as of Receipts at the close of business in New York on a specified record date established by the Depositary pursuant to the terms of this Deposit Agreement will be entitled, subject to any applicable provision provisions of Indian law, French law and the Company's By-Laws and the terms of the Deposited Securities or of (which provisions, if any, will be summarized by the Memorandum Company and Articles of Association of provided to the CompanyDepositary for inclusion in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective such Holder's American Depositary Shares, and (cB) a brief statement as voting instruction card to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated prepared by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and Company (da "Voting Instruction Card") a statement that if the Depositary does not receive instructions from a Registered Holdersetting forth, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record dateinter alia, received on or before the date established by the Depositary for the receipt of such purposeVoting Instruction Card (the "Cut-off Date") and (C) copies or summaries in English of any materials provided by the Company for the purpose of enabling the Holders to give instructions for the exercise of such voting rights. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. As a precondition for exercising any voting rights, any persons holding American Depositary Shares who are not the Holders of the ADR(s) registered in name on the books of the Depositary evidencing such American Depositary Shares (e.g., persons holding their American Depositary Shares through The Depository Trust Company) must arrange for the delivery in a blocked account ("Blocking"), established for such purposes by the Depositary, of the relevant number of American Depositary Shares for the period to commence on the date to be fixed by the Depositary (on a date which shall be as near as practicable to the corresponding date established by the Company in France in respect of the Shares) after consultation with the Company and set forth on the Voting Instruction Card, until the completion of such meeting (the "Blocked Period"). To the extent practicable, the Depositary shall endeavor will implement and maintain procedures to allow for the Blocking of American Depositary Shares as contemplated by the preceding sentence. Holders of ADRs registered in name on the books of the Depositary (other than The Depository Trust Company) will not, as a precondition for exercising voting rights, be required to deliver their American Depositary Shares to the Depositary for Blocking but will be required to irrevocably instruct the Depositary not to transfer the ADRs (and not to cancel such ADRs upon receipt of cancellation and withdrawal instructions) evidencing the American Depositary Shares in respect of which voting instructions have been given ("Stop Transfer Instructions"). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel ADRs upon receipt of cancellation and withdrawal instructions) the ADRs indicated in such Stop Transfer Instructions, during the Blocked Period. J.X.Xxxxxx Upon receipt by the Depositary from a Holder of American Depositary Shares of (i) a properly completed Voting Instruction Card or the electronic and/or telephonic receipt of such voting instructions on or before the Cut-off Date and (ii) either the requisite number of American Depositary Shares delivered for Blocking or duly completed Stop Transfer Instructions, the Depositary will, in respect of such American Depositary Shares, forward the voting instructions so received to the Custodian and will instruct the Custodian to use reasonable efforts, insofar as is practicable practical and permitted under the any applicable provisions of French law and of the Memorandum and Articles of Association governing Deposited Securities of the Company Company’s By-Laws, to vote or cause to be voted the amount of Deposited Securities Shares represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver . Subject to the Depositary an opinion of Indian counselnext paragraph hereof, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a voting instructions have been timely and properly received. In the case of a Voting Instruction Card or the electronic and/or telephonic receipt of such voting instructions received in respect of any holder of American Depositary Shares who is not the Holder of the ADR evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period by such person. The Depositary will not vote, or in any way make use ofcause to be voted, for purposes of establishing a quorum or otherwiseattempt to exercise the right to vote that attaches to, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from respect of which the Registered HolderVoting Instruction Card is, or as provided below. The Depositary may not itself exercise any electronic/telephonic voting discretion over any Sharesinstructions are, improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. If the Depositary does not receive instructions timely receives a signed Voting Instruction Card from any Registered a Holder with respect which fails to any of specify the manner in which the Depositary is to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts ADSs on one or before more matters at a meeting, to the date established extent not prohibited by applicable law, rule or regulation, such Voting Instruction Card shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Depositary Board of Directors. Deposited Securities represented by ADSs for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated which an executed Voting Instruction Card was not timely received by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation be voted. As each American Depositary Share represents one-fifth of a Share as of this date, voting rights may be exercised only in respect of five American Depositary Shares, or multiples thereof. According to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion French law and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register By-Laws, only holders of Members Shares who hold their Shares in registered form for at least two years will be entitled to a person other than double voting rights. Holders of ADRs (which evidence American Depositary Shares representing Shares in bearer form) will not be entitled to double voting rights. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of and the Company may decline modify or amend the above voting procedures or adopt additional voting procedures from time to register time as they determine may be necessary or appropriate to comply with French or United States law, the transfer of Shares on certain grounds.Company’s By-Laws or then current practices. J.X.Xxxxxx

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners of Receipts at as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, law and of the Deposited Securities or of the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesCompany. Upon the written request of an Owner of a Registered Holder on Receipt as of such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For So long as under Japanese law and the purposes Articles of this Section 4.07Incorporation of the Company votes may only be cast in respect of one or more whole Units of Shares, in (i) the event that same instructions received from Owners shall be aggregated and the Depositary receives express instructions from Registered Holders shall endeavor insofar as is practicable to demand a poll with respect to any matter vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman number of whole Units in respect of which such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares as so aggregated have been received, in accordance with such Registered Holder's instructions; provided, howeverand (ii) such Owners acknowledge and agree that, that prior to any demand of -------- -------- a poll or request to demand poll by if the Depositary upon has received the terms set forth hereinsame instructions any portion of which, the Company shallafter aggregation of all such instructions, at its expenseconstitutes instructions with respect to less than a whole Unit of Shares, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose be unable to vote or cause to be voted the Depositary Shares to any liability to any personwhich such portion of the instructions applies. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Owner’s Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided , provided, that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the instruction date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting (a "Meeting") of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners of Receipts at as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyArticles, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, instructions may be given (or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed been given in accordance with the next paragraph if no instructions are received prior to the Instruction Date as defined hereafter) to the Depositary to give a discretionary proxy to a person or persons designated by the Company to vote such Deposited SecuritiesCompany. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the unless specifically instructed by not less than five Owners shall not demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personpoll. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions. Subject to the last sentence of this paragraph, if no instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder Owner shall be deemed, and the Depositary shall deem such Registered Holder, deemed to have instructed the Depositary to to, and the Depositary shall, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided provided, however, that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists exists, or (iii) the rights of the holders of Shares or other Deposited Securities will be materially and adversely affected affected. In accordance with the Articles and (y) English law, failure by an Owner or Beneficial Owner to comply with the Depositary shall not have any obligation to give Company's request for information of the nature described under Section 3.4 may result, inter alia, in withdrawal of the voting rights of the Owner or Beneficial Owner. No such discretionary proxy to a person designated by will be given unless the Company if notifies the Company shall not have delivered Depositary of the Meeting at least 20 business days in advance thereof. Although the Depositary will endeavor, insofar as practicable, to deliver the notice described in the preceding paragraph reasonably in advance of the Instruction Date, there can be no assurance that the Owners generally or any Owner in particular will receive the notice described in this paragraph sufficiently prior to the Depositary the local counsel opinion and representation letter set forth Instruction Date in the next paragraph. Prior order to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to ensure that the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of will note the Shares or other Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after receipt of notice of any meeting of holders of Shares or other Deposited Securities the Depositary shall at the Company's its expense, mail to the Registered Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Class A Shares or other Deposited Securities Securities, the Depositary shall, as soon as practicable thereafter, fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 and shall at the Company's expense, mail distribute to the Registered Holders of Receipts record as of such record date a notice which shall contain contain: (a) such information as is contained in such notice of meeting, (b) a statement statement, in a form provided by the Company, that such Registered the Holders of Receipts record at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Indian law, Swedish law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyCompany (and shall be governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part)), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Class A Shares or other Deposited Securities represented by their respective American Depositary SharesADSs, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that . The Company has informed the Depositary shall notify such instruction to the Chairman that, as of the Companydate of the Deposit Agreement, a precondition for exercising any such voting rights is that such Holder is registered in the register of stockholders of the Company and gives notice of this intention to attend the meeting, in person or such other director that by proxy, in each case, not later than a date specified in the Chairman may designatenotice convening the meeting. To enable Holders to satisfy these requirements, and appoint the Chairman or that other person designated by the Chairman as representative Holders of record will be entitled to deposit their ADSs in a blocked account with the Depositary and to instruct the Registered Holders Depositary to request a Custodian to cause the equivalent underlying Class A Shares to be registered in the Holder’s name and to give notice to the Company of the Holder’s intention to attend such the meeting and to vote the Deposited Securities Class A Shares at such a meeting in the direction so instructed person or by such Registered Holder and (d) proxy. Such notice shall also contain a statement that if a Holder of ADSs who deposits his ADSs in a blocked account with the Depositary does not receive instructions and who instructs a Custodian to register in the Holder’s name the equivalent underlying Class A Shares for the purpose of voting such Class A Shares at any meeting of holders of Class A Shares may instruct the Depositary, immediately following any such meeting, to request such Custodian to reregister the Class A Shares in the name in which such Class A Shares were previously registered and to release to the Holder from a Registered Holder, the blocked account the ADSs representing such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesClass A Shares. Upon the written request instruction of a Registered Holder of a ADSs on such record date, received on or before the date established by the Depositary for such purposepurpose (and timely receipt of the applicable ADSs for blocking), the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Class A Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt ADSs in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that to vote the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Class A Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such ADSs unless it receives instructions from the Registered HolderHolder of such ADSs. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or as provided below. The Depositary may not itself exercise by the requirements of any voting discretion over any Shares. If stock exchange on which the Depositary does not receive instructions from any Registered Holder with respect to any ADSs are listed, in lieu of distribution of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; materials provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth hereinconnection with any meeting of, the Company shallor solicitation of consents or proxies from, at its own expenseholders of Deposited Securities, deliver distribute to the Depositary Holders a notice that provides Holders with, or otherwise publicize to Holders, instructions on how to retrieve such materials or receive such materials upon request (aa) an opinion of Indian counseli.e., reasonably satisfactory by reference to a website containing the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) materials for retrieval or a representation and indemnity letter from the Company (executed by a senior officer contact for requesting copies of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsmaterials).

Voting of Deposited Securities. As soon as practicable ------------------------------ after Subject to Section 3.4 of the Deposit Agreement, upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Swiss law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer and (d) a statement that, at the written request and expense of an Owner, and subject to vote compliance with any reasonable requirements the Issuer and the Depositary may establish (which may include the deposit of such Deposited SecuritiesOwner's Receipts in a blocked account or the restriction of transfers of such Owner's Receipts) the Issuer and the Depositary will provide such Owner with the documentation necessary to enable such Owner to attend such meeting. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, (i) to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that request and (ii) subject to any requirements the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that Issuer may establish to provide the Chairman or documentation necessary to enable such designee will make their reasonable best efforts Owner to demand a poll at the attend such meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personrequest. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not tonot, and shall ensure that the Custodian and each of their nominees the Custodians does not, vote, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities at which holders of Deposited Securities will have the right to vote, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, the Federal Republic of Germany law and of the Deposited Securities or of the Memorandum and Articles of Association (Satzung) of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including including, if the Depositary has received a Recommendation (as defined below), an express indication that that, if no specific voting instruction is received from an Owner prior to the date set by the Depositary for that purpose (the “Instruction Date”), that Owner shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated by proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the “Recommendation”) as to any matter concerning which the notice from the Company indicates that a vote is to vote such Deposited Securitiesbe taken by holders of Shares and (d) containing any Recommendation. Upon the written request of an Owner of a Registered Holder number of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such that number of American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If In order to give Owners a reasonable opportunity to instruct the Depositary does as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall notify the Depositary of a meeting of holders of Deposited Securities and of details concerning the matters to be voted upon not receive less than 45 days prior to the meeting date. Subject to the following paragraph of this Section 4.07, if (i) the Company requested the Depositary to act under this Section 4.07 and complied with the immediately preceding paragraph, (ii) the Depositary received a Recommendation before it mailed a notice to Owners under this Section 4.07 and (iii) no specific voting instructions are received by the Depositary from any Registered Holder an Owner (to whom a notice was sent by the Depositary) with respect to any an amount of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purposeShares, such Registered Holder Owner shall be deemed, and the Depositary shall deem such Registered HolderOwner, to have instructed the Depositary to give discretionary a proxy to a person designated by the Company Proxy Bank to vote such that amount of Deposited Securities; provided Securities in accordance with Section 135 of the German Stock Corporation Act, except that (x) no such deemed instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely would materially affect the rights of holders of Shares. Shares Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary before the Depositary mails a notice to Owners under this Section 4.07, the Depositary shall deliver the above-referenced notice (which have been withdrawn shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Owners as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Owner on or before the depositary facility and transferred on the Company's Register of Members Instruction Date with respect to a person other than number of Deposited Securities, no votes shall be cast at such meeting with respect to that number of Deposited Securities. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors provisions of the Company may decline to register the transfer of Shares on certain groundsthis Section 4.07.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingreceived by the Depositary from the Company, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Argentine law and of the Deposited Securities articles of association or of the Memorandum and Articles of Association similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Companythat, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions, it may deem instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed been given under the Depositary last sentence of this paragraph to give a discretionary proxy to a person designated vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other Deposited Securities voted at the meeting in respect of that resolution, and an indication whether or not each resolution to vote such Deposited Securitiesbe voted on has been proposed by the board of directors of the Company. Upon the written request of a Registered Holder an Owner of American Depositary Shares on such the relevant record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event except that the Depositary receives need not vote or cause to be voted, whether by following express instructions from Registered Holders to demand a poll or otherwise as provided below, with respect to any matter Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company that is satisfactory to the Depositary to the effect that that resolution is not inconsistent with or contrary to Argentine Law or the articles of association or any similar document of the Company. The Company shall use its reasonable best efforts to obtain an opinion of its Argentine counsel to the effect specified in the preceding sentence in connection with all resolutions to be voted on by Holders, the Depositary may notify the Chairman or at a person designated by the Chairman of such instructions and request the Chairman or such designee shareholders meeting that it considers to demand a poll with respect material to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personshareholders. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other vote that attaches to Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions received from Owners or deemed received under the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesfollowing sentence. If (i) the Company made a request to the Depositary does not receive as contemplated by the first sentence of Section 4.07 of the Deposit Agreement, complied with the second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any an amount of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such that purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, that Owner to have instructed the Depositary to give discretionary proxy to a person designated vote that amount of Deposited Securities in favor of all resolutions proposed by the board of directors of the Company or in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other Deposited Securities voted at the meeting in respect of that resolution, except that such instruction shall not be deemed to have been given and the Depositary shall not vote such that amount of Deposited Securities; provided that (x) no such discretionary proxy shall be given Securities with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (ix) the Company does not wish such proxy giventhe Depositary to vote those Deposited Securities, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members In order to give Owners a person other than reasonable opportunity to instruct the Depositary or its nominee may as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary (i) notice of the meeting of holders of Deposited Securities, (ii) details concerning the matters to be voted and (iii) an indication whether or not each resolution to voted upon has been proposed by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice the board of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company, in each case not less than 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. The Company may decline shall have no obligation and shall not be subject to register any liability to any Owner or Beneficial Owner in such case if the transfer Company complied with the preceding paragraph of Shares on certain groundsSection 4.07 of the Deposit Agreement.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Mexican law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyEstatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary shall notify such instruction to will deem the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed Owner to have instructed the Depositary to give a discretionary proxy to a person designated vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to vote such Deposited Securitiesnotify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of a Registered Holder an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder an Owner with respect to any of the Deposited Securities represented by the that Owner’s American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give discretionary proxy to a person designated by vote such Shares on any question in the same proportion that all other shares of capital stock of the Company to vote are voted on such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which question at the Company informs the Depositary (relevant shareholders’ meeting, and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation endeavor, insofar as practicable, to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy so vote or cause to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of voted such Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company (or, if requested by the Company, a summary of such information provided by the Company), (b) a statement that such Registered Holders the Owners of Receipts at American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyAssociation, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated member or members of the Board of Directors of the Company and (d) a statement that by instructing the Depositary as to the exercise of voting rights with respect to the Deposited Securities such Owner will be deemed (i) to authorize the Depositary to cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Owner to be registered on behalf of such Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Company and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Greek law, the Articles of Association of the Company and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Company in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or Deposited Securities as required to preserve such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personvoting rights. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a designated member or members of the Board of Directors of the Company to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as reasonably practicable in writing) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meetingprovisions set forth in the preceding paragraph. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds17.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such all of the information as is contained in such notice of meetingmeeting received by the Depositary from the Company, (b) a statement that such Registered Holders the Owners of Receipts at as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective Restricted American Depositary Shares, and (c) a brief statement that Owners who instruct the Depositary as to the exercise of their voting rights will be deemed to have instructed the Depositary or its authorized representative to call for a poll with respect to each matter for which such instructions are given, subject to any applicable provisions of Irish law and of the Memorandum and Articles of Association of the Company and (d) if applicable, a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesCompany. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Restricted American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by HoldersAccordingly, the Depositary may notify the Chairman or a person designated by the Chairman will cause its authorized representative to attend each meeting of such instructions holders of Shares and request the Chairman or such designee to demand call for a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares as instructed in accordance with clause (c) above for the purpose of effecting such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personvote. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesinstructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the Restricted American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall will deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary will give a discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided provided, that (x) no such instructions will be deemed given and no such discretionary proxy shall will be given with respect to any matter as to which when the Company informs notifies the Depositary (and the Company agrees to provide such information notice as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights matter to be voted upon is one of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.following:

Voting of Deposited Securities. As soon Except in the case of any question to be voted upon at a meeting of holders of Deposited Securities that may materially affect the rights of holders of those Deposited Securities (which determination of materiality will be made reasonably and in good faith by the Issuer and communicated by the Issuer to the Depositary), Owners and Beneficial Owners shall not be entitled to instruct the Depositary as practicable ------------------------------ after to voting of the Deposited Securities, but rather will be deemed to have instructed the Depositary to give a discretionary proxy to a member of the Board of Directors of the Issuer designated by the Issuer, and the Depositary will give such a proxy unless it has been notified by the Issuer that it does wish for that proxy to be given. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if the Depositary shall at has received notice from the Company's expenseIssuer that a question is to be voted upon that may materially affect the rights of holders of Deposited Securities (and the Issuer agrees to give that notice to the Depositary as promptly as practicable, if applicable), and if the Issuer so requests in writing, the Depositary shall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts American Depositary Shares representing those Deposited Securities a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, (b) a statement that such Registered Holders the Owners of Receipts at those American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or Articles of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares with respect to that question and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder an Owner described in the preceding sentence on such record datedate with respect to an amount of American Depositary Shares described in the preceding sentence, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such those American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Issuer in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or Deposited Securities as required to preserve such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are voting rights. If any question to be voted on and upon at a meeting of holders of Deposited Securities pertains to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand an amendment of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth hereinof the Deposited Securities that would adversely affect the rights of holders of Deposited Securities to a material extent, the Company shall, at its expense, deliver Issuer shall deem that question to materially affect the rights of holders of Deposited Securities and the Issuer shall give notice to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is as provided in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personthis paragraph. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from given or deemed given in accordance with Section 4.7 of the Registered Holder, or as provided belowDeposit Agreement. The Depositary may not itself exercise any voting discretion over any Shares. If In order to give Owners a reasonable opportunity to instruct the Depositary does not receive instructions from any Registered Holder with respect as to any the exercise of voting rights relating to Deposited Securities, if the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed Issuer will request the Depositary to act under the second preceding paragraph, the Issuer shall give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (notice of any such meeting or solicitation and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights details of the holders of Shares matters to be voted upon not less than 45 days prior to the meeting date or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will be adversely affected and (y) receive the notice described in the third preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary shall not have any obligation to give such discretionary proxy to a person designated by will vote the Company if Shares or Deposited Securities in accordance with the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion provisions of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer Section 4.7 of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsDeposit Agreement.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expense, mail to the Registered Holders of Receipts Owners a notice notice, which shall contain (a) such information as is contained in such notice of meetingand any solicitation materials, (b) a statement that such Registered Holders of Receipts at each Beneficial Owner on the close of business on a specified record date set by the Depositary therefor will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, the ADSs evidenced by such Beneficial Owner's ADRs and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a the discretionary proxy to a person designated by the Company to vote such Deposited Securitiesindependent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the "Independent Representative"). Upon the written request receipt of (i) instructions of a Registered Holder Beneficial Owner on such record date, received date in the manner and on or before the date established by the Depositary for such purposepurpose (the "Instruction Date") and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders (or to demand grant a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver discretionary proxy to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right Independent Representative to vote, or in any way make use of, for purposes of establishing if so designated by a quorum or otherwise, Beneficial Owner) the Shares or other Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt other than such Beneficial Owner's ADRs in accordance with such instructions from instructions. In the Registered Holderevent that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, or as provided belowif any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner's ADRs, the voting rights pertaining to such Deposited Securities will be exercised by the Independent Representative in favor of all motions of the Board of Directors of the Company at the meeting. The Depositary may will not itself exercise any voting discretion over in respect of any Deposited Securities. The Company shall only deem the persons entered in the Company's Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Depositary does Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such Share transferee must file with the Company a completed application (in a form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not receive instructions from any Registered Holder vote at general meetings of the Company. All voting rights with respect to any the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by so as to permit the American Company to re-register such withdrawn Deposited Securities as Shares without voting rights. In addition, pursuant to the terms of the Articles of Incorporation of the Company, in the event that any person or other entity acquiring Shares does not expressly declare that he holds such Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be registered in the Share register of the Company without voting rights with respect to such Shares. The Company has agreed to exempt the Depositary Shares evidenced by such Registered Holderand the Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to 6% (in the aggregate) in respect of Deposited Securities held in connection with the Company's Receipts on or before ADR program, subject to compliance with Sections 3.1 and 3.4 of the date established Deposit Agreement and Articles 6 and 23 of this Receipt. The Company has the right not to recognize votes of (a) Deposited Securities by the Depositary for such purposein excess of the six percent limitation, such Registered Holder shall (b) Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (c) any Owner or other person holding an interest in an ADR not complying with the disclosure obligations of Sections 3.1 and 3.4 of the Deposit Agreement and Articles 6 and 23 of this Receipt. There can be deemed, and no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary shall deem such Registered Holder, to have instructed will vote the Depositary to give discretionary proxy to a person designated by Shares or Deposited Securities in accordance with the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter provisions set forth in the next preceding paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds17.

Voting of Deposited Securities. As soon The Depositary hereby irrevocably appoints (or, if the Deposited Securities are registered in the name of or held by its Custodian or a nominee, the Depositary hereby agrees to procure that the Custodian or its nominee shall appoint), in each case subject to the Articles of Association of the Issuer, each Owner as practicable ------------------------------ after of the record date (the “Voting Record Date”) fixed by the Depositary in accordance with Section 4.6 in respect of any meeting (including any adjourned meeting) at which holders of Deposited Securities are entitled to vote as its proxy to attend, vote, call for a poll and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts held by such Owners on the Voting Record Date. In respect of any such meeting each such Owner may appoint either a person nominated by the Depositary or any other person as its substitute proxy to attend, vote, call for a poll and speak on behalf of the Owner subject to and in accordance with the provisions of this Section 4.7 and the Articles of Association of the Issuer. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts record as of the Voting Record Date a notice, the form of which notice shall be approved of by the Issuer which shall contain (a) such information as is contained in such notice of meeting, (b) a Receipt proxy card in the form prepared by the Depositary after consultation with the Issuer, (c) a statement that such Registered Holders the Owners of Receipts at record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or English law and of the Memorandum and Articles of Association of the CompanyIssuer and the provisions of or governing the Deposited Securities, either (i) to use such Receipt proxy card in order to attend, vote, call for a poll or speak at such meeting as the proxy of the Depositary or its nominee solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (ii) to appoint any other person as the substitute proxy of such Owner to attend, vote, speak or call for a poll at such meeting as the proxy of the Depositary or its nominee, solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (iii) to appoint the person nominated by the Depositary as the substitute proxy of such Owner and to instruct such person nominated by the Depositary as to the exercise of the voting rights, if any, rights pertaining to the amount of Shares or other Deposited Securities represented by their respective the American Depositary SharesShares evidenced by such Owner’s Receipts, and (cd) a brief statement as to the manner in which such voting instructions may be given, including an express indication that the Depositary shall notify such instruction given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated nominated by the Chairman as representative of the Depositary and the Registered Holders Depositary, if that person is to attend such meeting and vote the Deposited Securities in the direction so instructed be appointed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesOwner as its substitute proxy. Upon the written request of an Owner of record of a Registered Holder Receipt on such record datethe Voting Record Date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to Neither the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each nor the nominee of their nominees does not, vote, either of them shall vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such written instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any SharesOwners given in accordance with this Section 4.7. If no valid written instructions are received by the Depositary does not receive instructions from any Registered Holder an Owner with respect to any of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary Securities shall not have any obligation to give such discretionary proxy to a person designated be voted by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee but may be directly voted by such persons. Howeverthe Owners, Registered Holders who wish to withdraw Shares to vote as proxy for the Depositary, in attendance at a shareholders meeting may not receive sufficient advance notice meetings of shareholders meetings or by substitute proxy, subject to enable them and in accordance with the provisions of this Section 4.7 and the Issuer’s Articles of Association. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to make such withdrawal of the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities sent by the Company at least thirty (30) days prior to the date of the meeting, if requested in writing by the Company, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders of Receipts a notice which shall contain (a) such information as is contained a summary in such English or an English version of the notice of meetingsuch meeting sent by the Company to the Depositary, (b) a statement in a form provided by the Company that such Registered the Holders and holders of Receipts at ADRs as of the close of business on a specified record date established by the Depositary pursuant to paragraph 11 hereof who hold the right to instruct the Depositary with respect to the voting rights pertaining to the Shares or Deposited Securities represented by their ADSs ("Voters") will be entitled, subject to any applicable provision provisions of Indian lawFrench Law, of the Company's statuts and the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights(which provisions, if any, pertaining shall be summarized in pertinent part in such statement), to exercise such voting rights (subject to the amount of Shares or other Deposited Securities represented by their respective American Depositary Sharesrestrictions detailed below), and (c) a brief statement if any, provided that any such Voter takes such steps as to the manner in which such instructions may be given, including an express indication that required to become the Depositary shall notify such instruction to Holder as shown on the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative books of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received on or before the response date established by the Depositary for such purposepurposes and specified in the notice to Holders (the "Receipt Date"), (c) summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Voters who are Holders to exercise such voting rights, by means of voting by mail (formulaire de vote à distance ) or by proxy, (d) a voting instruction card (including a formulaire de vote à distance and blank proxy or procuration en blanc (a signed voting instruction card which does not set forth specific voting instructions shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors and all other information, authorizations and certifications required under French law to allow Voters to vote Shares in registered form and shares in bearer form)) to be prepared by the Company in consultation with the Depositary (a "Voting Instruction Card") and (e) a notice to be forwarded to all Voters who are holders and not Holders as of the date the Depositary mailed the materials described above that before the Depositary provides such Voters with a Voting Instruction Card, such Voters must contact the Depositary by telephone, mail or facsimile transmission in order to confirm that they have become Holders hereunder. Upon the Depositary's receipt of the contact referred to in (e) above, the Depositary will promptly mail or send via facsimile transmission to such Voters a Voting Instruction Card. Upon the Depositary's receipt of a Voting Instruction Card from any Voter who is a Holder, duly completed and executed, on or before the Receipt Date and subject to the other restrictions set forth in this paragraph 12, the Depositary shall endeavor forward such materials or documents as soon as practicable to the Custodian. In accordance with French company law and the Company's statuts, a precondition for exercising any voting right is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company no later than one (1) calendar day prior to the date of the shareholders' meeting or, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary to issue a certificat d'immobilisation de titres au porteur evidencing the immobilization of its Shares until the time fixed from the meeting, no more than one (1) calendar day prior to the date of the meeting. Pursuant to the requirements of French law, any Voter who is a holder of an ADR representing Shares in registered form that desires to exercise its voting rights at a shareholders' meeting is required to instruct the Depositary to block the transfer of its ADR or ADRs until the completion of such meeting and to instruct the Depositary to request that the Custodian register the names and addresses of such Voter in the share register of the Company and deposit the formulaire de vote à distance, or the blank proxy or procuration en blanc with the Company, at least three (3) calendar days prior to the date of the shareholders' meeting. The Voting Instruction Card shall provide, among other things, for certifications by the Voter as follows: (i) setting forth such Voter's full name, address and number of ADSs owned and any other information required in accordance with French law or the Company's statuts, (ii) if such Voter was the owner of a beneficial interest in the Master ADR but not the Holder of such ADRs as of the date the Depositary mailed the materials described above, confirming that it has instructed the Depositary to reregister such Voter's name in its books as the Holder of such ADRs, (iii) instructing the Depositary not to permit any transfers of any ADSs evidenced by such ADRs for a period beginning on the date of the receipt of such Voting Instruction Card by the Depositary and ending at the end of the day of the date of such meeting (the "Blocking Period"), and (iv) authorizing the Depositary to request the Custodian (x) to cause the name and address and any other information required in accordance with French law or the Company's statuts of such Voter to be registered in the share register of the Company during the Blocking Period in respect of the number of Shares represented by such Voter's ADSs, if such Shares are held in registered form, or authorizing the Depositary to request the Custodian to issue a certificat d'immobilisation de titres au porteur during the Blocking Period in respect of the number of Shares represented by such Voter's ADSs, if such Shares are held in bearer form and (y) to deposit the formulaire de vote à distance, or the blank proxy or procuration en blanc with the Company, at least three (3) calendar days prior to the date of the shareholders' meeting. Pursuant to French requirements, any Voter who is a holder of an ADR representing Shares in bearer form that desires to exercise its voting rights at a shareholders' meeting is required to (a) instruct the Depositary to block the transfer of its ADR or ADRs until the completion of such meeting and (b) instruct the Depositary to (i) furnish the Custodian with the name and address of such Voter, the amount of ADSs represented by ADRs held by such Voter and any other information required in accordance with French law or the Company's statuts, (ii) notify the Custodian that the transfer of such ADRs has been blocked, (iii) request that the Custodian issue a certificat d'immobilisation de titres au porteur with respect to such Shares and (iv) request that the Custodian deposit such certificat together with the formulaire de vote à distance or the blank proxy or procuration en blanc with the Company at least three (3) calendar days prior to the date of the meeting and give notice to the Company of such Voter's intention to vote. According to French company law, voting rights may not be exercised in respect of fractional shares. Neither Holders nor the Depositary will be entitled to exercise double voting rights by virtue of their holdings of ADSs or otherwise unless the Depositary has been advised in writing by the Company that Holders are eligible to benefit from such rights as a matter of French law and the Company and the Depositary shall have devised a mechanism for the allocation of such rights. Upon receipt by the Depositary of a properly completed Voting Instruction Card, on or before the Receipt Date, and provided that the Voter instructing the Depositary with respect to voting the Shares has become, on or before the Receipt Date and has remained until the Receipt Date, the Holder of such ADRs on the books of the Depositary, the Depositary shall endeavor, insofar as is practicable and permitted under the any applicable provisions of law French law, the Company's statuts and of the Memorandum and Articles of Association governing Deposited Securities of the Company Securities, to vote or cause to be voted (including instructing the amount custodian to perform all applicable duties set forth in the Voting Instruction Card and in this paragraph 12 and restricting transfer of ADSs as set forth in the Voting Instruction Card and in this paragraph 12), the Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the any instructions set forth in such request. For The Depositary shall not vote or attempt to exercise the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and right to vote such that attaches to the Shares or other Deposited Securities other than in accordance with such Registered Holder's instructions. The Depositary shall not comply with any instructions set forth on any Voting Instruction Card, except with respect to, and only to the extent of, the number of ADSs registered in the name of the Voter giving such instructions on the books of the Depositary on the Receipt Date. Under French company law, shareholders at ordinary and extraordinary shareholders' meetings may modify the resolutions presented to the shareholders for their approval by the Board of Directors. In such case, Voters who have given prior instructions to vote on such resolutions shall be deemed to have voted against the revised resolutions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll in the event such revised resolutions have been approved by the Depositary upon the terms set forth herein, Board of Directors of the Company shallduring a suspension of the shareholders' meeting, at its expense, deliver Voters who have sent a blank proxy (procuration en blanc) shall be deemed to the Depositary an opinion have voted in favor of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll revised resolutions approved by the Depositary or a person designated by the Board of Directors. The Depositary will not expose charge any fees in connection with the foregoing transactions to enable any Voter to exercise its voting rights under this paragraph (12). Subject to paragraph (14), the Depositary and the Company and their respective directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) assume no obligation nor shall they be subject to any liability under the Deposit Agreement or this ADR to any person. The Depositary shall not have Holder or any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in other person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish whether a Holder or such proxy given, other person is a Voter or (ii) substantial opposition exists or (iii) whether the rights of the holders name, address and number of Shares will be adversely affected and (y) the Depositary shall not have represented by ADSs of any obligation to give Holder or such discretionary proxy to a other person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on properly entered into the Company's Register Share registry in a timely manner or as to the manner of Members to a person other than the Depositary or its nominee may be voted by such persons. Howeverentry, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsif any.

Voting of Deposited Securities. As soon Upon the written request of an Owner of record of a Receipt as practicable ------------------------------ after of the record date (the “Voting Record Date”) received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary will endeavor to cause the appointment (or, if the Deposited Securities are registered in the name of or held by its Custodian or a nominee, the Depositary hereby agrees to procure that the Custodian or its nominee shall cause the appointment), subject to the Articles of Association of the Company, such Owner as of the Voting Record Date fixed by the Depositary in accordance with Section 4.06 as a proxy in respect of any meeting (including any adjourned meeting) at which such Owner will be entitled to attend and vote at in respect of the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts held by such Owner on the Voting Record Date. In respect of any such meeting each such Owner may appoint a person nominated by the Depositary, its Custodian or nominee, to vote on behalf of the Owner subject to and in accordance with the provisions of this Section 4.07 and the Articles of Association of the Company. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts record as of the Voting Record Date a notice, the form of which notice shall be approved by the Company which shall contain (a) such information as is contained in such notice of meeting, (b) a voting instruction card in the form prepared by the Depositary after consultation with the Company, (c) a statement that such Registered Holders the Owners of Receipts at record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or English law and of the Memorandum and Articles of Association of the CompanyCompany and the provisions of or governing the Deposited Securities, either (i) to use such voting instruction card to inform the Depositary that the Owner intends to attend such meeting as the proxy of the Depositary, the Custodian or its nominee (as appropriate) solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (ii) to instruct such person nominated by the Depositary Depositary, the Custodian or nominee as to the exercise of the voting rights, if any, rights pertaining to the amount number of Shares or other Deposited Securities represented by their respective the American Depositary SharesShares evidenced by such Owner’s Receipts, and (cd) a brief statement as to the manner in which such voting instructions may be given, including an express indication that the Depositary shall notify such instruction given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated nominated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesDepositary. Upon the written request of an Owner of record of a Registered Holder Receipt on such record datethe Voting Record Date, received on or before the date established by the Depositary for such purpose, Instruction Date the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to Neither the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each nor the nominee of their nominees does not, vote, either of them shall vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such written instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any SharesOwners given in accordance with this Section 4.07. If no valid written instructions are received by the Depositary does not receive instructions from any Registered Holder an Owner with respect to any of the number of Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Owner’s Receipts on or before the date established Instruction Date, that number of Deposited Securities shall not be voted by the Depositary for such purposeDepositary, such Registered Holder shall the Custodian or the nominee of either of them. There can be deemed, and no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary shall deem such Registered Holder, to have instructed will appoint the Depositary to give discretionary Owner as proxy to a person designated by or vote the Company to vote such Shares or other Deposited Securities; provided that (x) no such discretionary proxy shall be given Securities in accordance with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter provisions set forth in the next preceding paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Depositary shall Company in a timely manner and at the Company's expense’s expense and provided no U.S. legal prohibitions exist, the Depositary shall, as soon as practicable thereafter distribute, by mail to the Registered Holders extent practicable if requested by the Issuer, to the Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company (or, if requested by the Company, a summary of such information provided by the Company), (b) a statement that such Registered Holders the Owners of Receipts at American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Greek law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyAssociation, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated member or members of the Board of Directors of the Company and (d) a statement that by instructing the Depositary as to the exercise of voting rights with respect to the Deposited Securities such Owner will be deemed (i) to authorize the Depositary to cause the number of Deposited Securities evidenced by the Company number of American Depositary Shares held by such Owner to be blocked for transfer, or to be registered on behalf of such Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Company and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Greek law, the Articles of Association and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Owner's American Depositary Shares representing such Deposited Securities until after the date such vote is to occur; provided that this item (d) shall no longer apply in the event Greek law changes to require alternative procedures. Upon the written request of an Owner of a Registered Holder Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For request and will notify the purposes Company in advance of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders its intentions to demand a poll with respect to any matter so vote or cause to be voted on by Holders, such Deposited Securities as required to preserve such voting rights. Neither the Depositary may notify nor the Chairman or a person designated by the Chairman of such instructions Custodian shall, under any circumstances exercise any discretion as to voting, and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by neither the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each of their nominees does not, vote, shall vote or attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than pursuant to and in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If voting instructions are sought from Owners and no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a designated member or members of the Board of Directors of the Company to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as reasonably practicable in writing) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from , provided further, however, that no such deemed discretion shall be provided with respect to any meeting unless and until the depositary facility and transferred on Depositary has received an opinion of the Company's Register in-house legal counsel, addressed to the Depositary and in form and substance acceptable to the Depositary, at the Company's sole expense, to the effect that, (i) the granting of Members such discretionary proxy does not subject the Depositary to any reporting obligations in Greece, (ii) the granting of such proxy will not result in a violation of Greek law, rule, regulation or permit, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under Greek law, and (iv) the granting of such discretionary proxy will not result in the Shares represented by the ADSs being considered assets of the Depositary under Greek law. Notwithstanding anything contained in the Deposit Agreement or any Receipt the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, and subject to approval by the Company, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicize to Owners instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a person other than website containing the materials for retrieval or a contact for requesting copies of the materials). There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraphs sufficiently prior to the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon promptly as practicable ------------------------------ after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, subject to applicable law and the Company's expenseArticles of Association, mail to the Registered Holders of Receipts a notice which shall contain (a) containing such information as is contained in such notice of meetingand any solicitation materials, (b) a statement stating that such Registered Holders of Receipts at each Holder on the close of business on a specified record date set by the Depositary therefor will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount whole number of Shares or other Deposited Securities represented by their respective American Depositary Sharesunderlying such Holder's ADRs, and (c) a brief statement as to the manner in which specifying how and when such instructions may be given, including an express indication that that, if no specific voting instruction is received prior to the record date set by the Depositary therefor, then the Holders shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances each case be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the "Proxy Bank"), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the "Recommendation") as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares. Each Holder who desires to exercise or to give instructions for the exercise of voting rights shall execute and return to the Depositary on or before the date established by the Company Depositary for such purpose, a document provided by the Depositary that instructs the Depositary as to vote how the number of Shares or other Deposited Securities represented by such Deposited SecuritiesHolder's ADRs are to be voted. Upon the written request receipt of instructions of a Registered Holder on such record date, received date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under applicable law, the applicable provisions of law and of the Memorandum and Company's Articles of Association and the provisions of or governing Deposited Securities of the Company Securities, to vote or cause to be voted the amount of Deposited Securities represented by underlying such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares Holder's ADRs in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to votevote that attaches to the Deposited Securities, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions received from the Registered HolderHolders (or deemed to have been so received as set forth in the next paragraph), or as provided belowof such record date. The Depositary may not itself exercise any Subject to the following paragraphs of this Section 12, if no specific voting discretion over any Shares. If instructions are received by the Depositary does not receive instructions from any Registered Holder (to whom a notice was sent by the Depositary) with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purposeSecurities, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary a proxy to a person designated by the Company Proxy Bank to vote such Deposited Securities; provided Securities in accordance with Section 135 of the German Stock Corporation Act. Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary at least thirty (x30) no such discretionary proxy shall be given calendar days prior to any meeting of holders of Shares or other Deposited Securities with respect to any matter as to which the Company informs Depositary has received notice from the Company, the Depositary shall mail the above-referenced notice (which shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Holders as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Holder on or before the record date with respect to the Deposited Securities, no votes shall be cast at such meeting with respect to such Deposited Securities. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Company agrees Depositary has been provided with an opinion of counsel to provide such information as promptly as practicable the Company, which opinion shall initially be provided on the signing of the Deposit Agreement, in writing) form and substance satisfactory to the Depositary, to the effect that (i) the Company such deemed instruction does not wish such proxy givensubject the Depositary to any reporting obligations in the Federal Republic of Germany, (ii) substantial opposition exists such deemed instruction will not result in a violation of German law, rule, regulation or permit, (iii) the rights of the holders of Shares voting arrangement and proxy as contemplated herein will be adversely affected and given effect under German law, (yiv) the Depositary shall will not have be deemed to be authorized to exercise, or in fact exercising, any obligation discretion when voting in accordance with the terms of this paragraph (12) under German law and (v) the Depositary will not be subject to give any liability under German law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). If after the date such discretionary proxy to a person designated by the Company if the Company shall not have opinion is delivered to the Depositary the local Company is advised by counsel that there has occurred a change in German law such that the foregoing opinion and representation letter set forth could no longer be rendered favorably in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth hereinwhole or in part, the Company shall, at its own expense, deliver to shall promptly notify the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to such change and the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and Holders shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may thereafter not be redeposited. The directors of the Company may decline deemed to register the transfer of Shares on certain groundshave given any such instruction.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of (a) notice from the Company of any meeting of holders of Shares or other Deposited Securities and (b) the statement of the Custodian or such other major commercial German bank as may be reasonably chosen by the Depositary shall at to act as a proxy bank (the “Proxy Bank”), setting forth its recommendations with regard to voting of the Shares as to any matter which is set forth in the notice from the Company on which a vote is to be taken by holders of Shares, together with an English translation thereof (the “Recommendation”), unless otherwise requested in writing by the Company's expense, the Depositary shall, as soon as practicable thereafter, mail to the Registered Holders of Receipts Owners a notice notice, which shall contain (ai) such information as is contained in such notice of meeting, meeting and (bii) a statement that such Registered the Owners and Holders (“Voters”) as of Receipts at the close of business on Table of Contents a specified record date will be entitled, subject to any applicable provision of Indian German law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, the Receipts and the Deposited Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the amount whole number of Shares or other Deposited Securities represented by their respective American Depositary Shares, and Shares on such date (c) the Recommendation and (d) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive no voting instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, are received on or before the date established by the Depositary for such purposepurpose in accordance with Section 4.7 of the Deposit Agreement (the “Instruction Date”) then the Voters shall in each case be deemed to have instructed the Depositary to vote or cause the shares to be voted in accordance with the Recommendation. In addition, each Voter who desires to exercise, or give instructions for the exercise of, voting rights shall be required to execute and return to the Depositary on or before the Instruction Date, a document provided by the Depositary which (a) either (1) authorizes such Voter’s American Depositary Shares to be delivered to a blocked account established for such purpose at The Depository Trust Company (“DTC”) (as provided below), or (2) instructs the Depositary to block the Shares without delivering the American Depositary Shares to the Depositary and (b) instructs the Depositary as to how the whole number of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Voter’s Receipts are to be voted. Upon the written request of a Voter, as applicable, on such record date, received on or before the Instruction Date, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under German law, the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company and the Receipts, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For The Company agrees, without any liability to the purposes Voters arising hereunder, to provide notice, to the extent practicable, of this Section 4.07any meeting of Voters of Shares or other Deposited Securities containing the requisite information, in the event that the Depositary receives express instructions from Registered Holders to demand a poll together with respect to any matter to be voted on by HoldersEnglish translations, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion within the twelve days following the publication of Indian counsel, reasonably satisfactory the invitation to the Depositaryshareholders meeting in the German Federal Gazette. Voting rights may be exercised only in respect of four (4) American Depositary Shares, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personintegral multiples thereof. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in Table of Contents accordance with such instructions or deemed instructions received from the Registered HolderVoters, or as provided belowapplicable, as of such record date. The Depositary may not itself exercise any Subject to the following paragraph of this Article (16), if no specific voting discretion over any Shares. If instructions are received by the Depositary does not receive instructions from any Registered Holder Voter (to whom Notice was sent by the Depositary) with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's American Depositary Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder Voter shall be deemed, and the Depositary shall deem such Registered HolderVoter, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities or to cause such Deposited Securities to be voted in accordance with the Recommendation. In no event may the Depositary itself exercise any voting discretion over any Shares or other Deposited Securities; provided . Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (x21) no such discretionary proxy shall be given calendar days prior to any meeting of holders of Shares or other Deposited Securities with respect to any matter as to which the Company informs Depositary has received notice from the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy givenCompany, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall mail the Notice (which in this case will not have any obligation to give such discretionary proxy to a person designated by contain the Company if Recommendation or the Company shall not have delivered to indication concerning the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iiito the Proxy Bank) certifies that to the Company has not and Voters as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Voter on or before the Instruction Date with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts, no votes shall not request be cast at such meeting with respect to such Deposited Securities. Nothing in the discretionary proxy Deposit Agreement shall be construed to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members grant to a person other than the Depositary or its nominee may be voted Voter any voting rights with respect to Deposited Securities to which, by such persons. Howevertheir terms, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may voting rights do not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsotherwise attach.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, if requested in writing by the Company's expense, as soon as practicable thereafter and to the extent permitted by law, mail to the Registered Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered the Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Indian law, law and of the Articles and the Deposited Securities or of the Memorandum and Articles of Association of the CompanySecurities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by their respective American Depositary SharesReceipts, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction instructions may be given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person or persons designated by the Company to vote such Deposited SecuritiesCompany. Upon the written request of a Registered Holder of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that to vote the Custodian and each number of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such unless it receives instructions from the Registered Holder of such Receipt. In accordance with the Articles and English law, failure by a Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary a person holding an interest in Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered through a Holder, to have instructed comply with the Depositary Company'’s request for information of the nature referred to give discretionary proxy to a person designated by in Section 3.04(b)(iv) and Section 3.05 may result inter alia, in withdrawal of the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the voting rights of the holders of Shares will be adversely affected underlying the Receipts held by that Holder and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer consequently of the Company) which (i) designates rights described in this Section 4.07 to direct the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes voting of Deposited Securities underlying such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsReceipts.

Voting of Deposited Securities. As soon as practicable ------------------------------ after receipt Each Holder of notice of any meeting of holders of Shares or other Deposited Securities the Depositary shall at the Company's expense, mail to the Registered Holders of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that such Registered Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct an ADR appoints the Depositary as its representative to exercise the voting rights with respect to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Sharesthe ADSs. Holders may exercise voting rights with respect to the Shares represented by such ADSs only in accordance with the provisions contained herein. Except as described below, and (c) Holders will not be able to exercise voting rights attaching to the Deposited Securities on an individual basis. According to ROC Company Law, a brief statement shareholder's voting rights attaching to shareholdings in a ROC company must, as to all matters subject to a vote of shareholders (other than the manner election of directors and supervisors, if such election is done by means of cumulative voting), be exercised as to all shares held by such shareholder in the same manner. Accordingly, the voting rights attaching to the Deposited Securities must be exercised as to all matters subject to a vote of shareholders by the Depositary, as representative of the Holders, collectively in the same manner, except in the case of an election of directors and supervisors, if such election is done by means of cumulative voting. The election of directors and supervisors is by means of cumulative voting unless the Company's Articles of Incorporation stipulate otherwise. The Company will provide to the Depositary sufficient copies (including English translations), as the Depositary may reasonably request, of notices of meetings of shareholders of the Company and the agenda therefor (containing an indication of the number of directors or supervisors to be elected if an election of directors or supervisors is to be held at the meeting), and, upon the request of the Depositary, a list of the candidates who have expressed their intentions to run for an election of directors or supervisors which the Depositary will mail to Holders as soon as practicable after receipt of the same by the Depositary, together with a voting instruction form by which each Holder may give instructions to the Depositary to vote for or against each resolution specified in the agenda for the meeting and to vote, on a cumulative basis (if the election is done by means of cumulative voting), for the persons designated by such Holder as directors and supervisors. In order for such voting instructions to be valid, the voting instruction form must be completed and duly signed by the Holder and returned to the Depositary by such date as the Depositary may specify, not to be earlier than 10 days after mailing of the voting instruction form to the Holders and not to be later than five days prior to the date of the shareholders' meeting. For the benefit of the Holders, the Depositary hereby agrees to request the list of candidates who have expressed their intentions to run for election of directors or supervisors. In connection with an election for the directors or supervisors, additional or different candidates may be givennominated at the meeting of the shareholders than those proposed in the list provided by the Company. In the event (i) any such additional or different candidates are nominated at the meeting or (ii) the number of directors or supervisors to be elected is changed subsequent to the mailing of the relevant voting instruction form by the Depositary, including an express indication that the Depositary may develop procedures to calculate votes in a manner not inconsistent with the provisions of this Section 4.07; provided, however, that, the Depositary shall not exercise any discretion with regard to any voting rights and if the Depositary elects to develop such procedures, it shall do so in such a manner so as to give effect, to the extent practicable, to the instructions received from the Holders. Subject to the provisions described in the second succeeding paragraph, which will apply to the election of directors and supervisors done by means of cumulative voting, if a Holder or Holders together holding at least 51 % of the ADSs outstanding at the relevant record date instruct the Depositary to vote in the same manner in respect of one or more resolutions to be proposed at the meeting (other than the election of directors or supervisors), the Depositary will notify such instruction the instructions to the Chairman of the Company, Board of Directors of the Company or such other director that person as he may designate (the Chairman may designate, "Representative") and appoint the Chairman Representative as the representative of the Depositary and the Holders to attend such meeting and vote all the Deposited Securities represented by ADSs to be voted in the manner so instructed by such Holder or that other person designated Holders in relation to such resolution or resolutions (the "Voting Instruction"). If, for any reason, the Depositary has not by the Chairman date specified by it received instructions from a Holder or Holders together holding at least 51% of all the ADSs outstanding at the relevant record date to vote in the same manner in respect of any of the resolutions specified in the agenda for the meeting (other than the elections of directors or supervisors done by means of cumulative voting), then such Holders will be deemed to have instructed the Depositary to authorize and appoint the Representative as representative of the Depositary and the Registered Holders to attend such meeting and vote all the Deposited Securities represented by ADSs as such Representative deems appropriate with respect to such resolution or resolutions, which may not be in the interests of the Holders. The Depositary will notify the instructions for the election of directors and supervisors received from Holders to the Representative and appoint the Representative as the representative of the Depositary and the Holders to attend such meeting and vote the Deposited Securities represented by ADSs as to which the Depositary has received instructions from Holders for the election of directors and supervisors in the direction manner so instructed to the extent practicable, subject to any restrictions under ROC law and the Articles of Incorporation of the Company. Such Holders who by such Registered Holder and (d) a statement that if the date specified by the Depositary does have not receive delivered instructions from a Registered Holderto the Depositary, such Registered Holder may under certain circumstances will be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by authorize and appoint the Company to vote such Deposited Securities. Upon Representative as the written request representative of a Registered Holder on such record date, received on or before the date established by the Depositary for and the Holders to attend such purpose, meeting and vote all the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by ADSs as to which the Depositary has not received instructions from the Holders for the election of directors and supervisors as the Representative deems appropriate with respect to such American Depositary Shares evidenced resolution or resolutions, which may not be in the best interests of the Holders. Candidates standing for election as representatives of a shareholder may be replaced by such Receipt shareholder prior to the meeting of shareholders and the votes cast by the Holder for such candidates shall be counted as votes for their replacements. The Depositary's notification of a Voting Instruction or appointment of a Representative in the manner and circumstances described above shall be subject to the receipt (at the sole cost and expense of the Depositary) by the Depositary of an ROC legal opinion (which opinion may be delivered at the time of entering into the Deposit Agreement) addressed to, and in the form and substance satisfactory to, the Depositary, to the effect that under ROC law (i) this Deposit Agreement is valid, binding and enforceable against the Company and the Holders of ADSs and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with this paragraph and will not be subject to any potential liability under ROC law for losses arising from such voting; provided, however, in the instructions set forth event of a change in applicable ROC law after the date of this agreement the Depositary shall be entitled to an opinion of ROC outside counsel with respect to (i) and (ii) above prior to the next occurring shareholders' meeting subsequent to such requestchange in applicable ROC law. For The Company and the purposes Depositary shall take such actions, including the amendment of this Section 4.07, as they shall deem appropriate to endeavor to provide for the exercise of voting rights attached to the Shares at future shareholders' meetings of the Company in a manner consistent with applicable ROC law. By continuing to hold ADRs, all Holders will be deemed to have agreed to the event that voting provisions set forth herein as they may be amended from time to time. As of the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holdersdate hereof, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters ROC Company Law and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand Articles of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, Incorporation of the Company shallprovide that a holder of Shares (including any holder of an interest in any Certificate of Payment evidencing the irrevocable right to receive Shares) has one vote for each Share. The Depositary will not, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary endeavor to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their respective nominees does not(including the Representative) do not (except as described above), voteexercise any discretion as to voting, nor vote or attempt to exercise the right to votevote that attaches to the Deposited Securities, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsinstructions.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company (but without prejudice to the right of Owners hereunder to receive information, copies of reports and notices made generally available by the Company to holders of its Shares of furnished by the Company to the Depositary shall at for this purpose), the Company's expenseDepositary shall, as soon as practicable thereafter, mail to the Registered Holders of Receipts a notice which shall contain Owners (a) such information as is contained a copy or summary in such English of the notice of meetingsuch meeting sent by the Company to the Depositary pursuant to Section 5.6 of the Deposit Agreement, (b) a statement that such Registered Holders the Owners and holders of Receipts at as of the close of business on a specified record date established by the Depositary pursuant to Section 4.6 of the Deposit Agreement will be entitled, subject to any applicable provision provisions of Indian French law, the statuts of the Company and the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective such Owners American Depositary Shares, and (c) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give such instructions, (d) a brief voting instruction card prepared by the Depositary and the Company and (e) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given, including or deemed given in accordance with the the following paragraph, if no instruction is received or if the Depositary receives improperly completed voting instructions or a blank proxy, and setting forth the date established by the Depositary for the receipt of such instructions (the Receipt Date). Voting instructions may be given only in respect of a number of American Depositary Shares representing an express indication that integral number of Shares. Upon receipt by the Depositary of properly completed voting instructions, on or before the Receipt Date, the Depositary shall notify either, in its discretion, vote such instruction Deposited Securities in accordance with such instructions or forward such instructions to the Chairman Custodian, and the Custodian shall endeavor, insofar as practicable and permitted under any applicable provisions of French law, the statuts of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary Company and the Registered Holders Deposited Securities, to attend such meeting and vote or cause to be voted the Deposited Securities in accordance with any nondiscretionary instructions set forth in such request. The Depositary shall not vote or attempt to exercise the direction so instructed by right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such Registered Holder and (d) a statement that if instructions or deemed instructions. If the Depositary receives improperly completed voting instructions or receives a blank proxy or does not receive instructions from a Registered Holderan Owner with respect to any of the Shares or other Deposited Securities on or before the Receipt Date, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Company and the Deposited Securities, deem such Registered Holder may under certain circumstances be deemed Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon Securities in favor of the written request of a Registered Holder on such record date, received on resolutions presented or before the date established approved by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions board of law and of the Memorandum and Articles of Association governing Deposited Securities directors of the Company to vote and against any other resolution not so presented or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such requestapproved. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or The Company shall designate a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; , as provided that (x) no such discretionary proxy shall be given in the preceding sentence, in accordance with respect French law. The Depositary will not charge any fees to the Owners in connection with the foregoing transactions to enable any matter as Owner exercise its voting rights hereunder or under the Deposit Agreement. Notwithstanding anything in the Deposit Agreement to which the Company informs contrary, the Depositary (and the Company agrees may, upon notice to provide such information all Owners, modify, amend or adopt additional voting procedures from time to time as promptly as practicable in writing) that (i) they determine may be necessary or appropriate to comply with French or United States law or the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer statuts of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds17.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Issuer the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or Irish law and of the Memorandum and Articles of Association of the CompanyIssuer and the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such that, if no instruction to the Chairman of the Companyis received, or such other director that the Chairman instructions may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed given in accordance with the last sentence of this paragraph to have instructed the Depositary to give a discretionary proxy to a person designated by to the Company to vote such Deposited SecuritiesIssuer. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor endeavor, insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If (i) the Issuer requested the Depositary does not receive to solicit voting instructions under this Section 4.7, (ii) the Issuer complies with the following paragraph and (iii) no instructions are received by the Depositary from any Registered Holder an Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's that Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such that amount of Deposited Securities; provided provided, however, that (x) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of SharesShares or other Deposited Securities. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members In order to give Owners a person other than reasonable opportunity to instruct the Depositary or its nominee may be voted by such persons. Howeveras to the exercise of voting rights relating to Deposited Securities, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance the Issuer shall give the Depositary notice of shareholders meetings any such meeting or solicitation not less than 45 days prior to enable them the meeting date or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of this Section 4.7 sufficiently prior to make such withdrawal of the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsprovisions set forth in this Section 4.7.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Class B Shares or other Deposited Securities Securities, the Depositary shall, as soon as practicable thereafter, fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 and shall at the Company's expense, mail distribute to the Registered Holders of Receipts record as of such record date a notice which shall contain contain: (a) such information as is contained in such notice of meeting, (b) a statement statement, in a form provided by the Company, that such Registered the Holders of Receipts record at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Indian law, Swedish law and of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyCompany (and shall be governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part)), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Class B Shares or other Deposited Securities represented by their respective American Depositary SharesADSs, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that . The Company has informed the Depositary shall notify such instruction to the Chairman that, as of the Companydate of the Deposit Agreement, a precondition for exercising any such voting rights is that such Holder is registered in the register of stockholders of the Company and gives notice of this intention to attend the meeting, in person or such other director that by proxy, in each case, not later than a date specified in the Chairman may designatenotice convening the meeting. To enable Holders to satisfy these requirements, and appoint the Chairman or that other person designated by the Chairman as representative Holders of record will be entitled to deposit their ADSs in a blocked account with the Depositary and to instruct the Registered Holders Depositary to request a Custodian to cause the equivalent underlying Class B Shares to be registered in the Holder’s name and to give notice to the Company of the Holder’s intention to attend such the meeting and to vote the Deposited Securities Class B Shares at such a meeting in the direction so instructed person or by such Registered Holder and (d) proxy. Such notice shall also contain a statement that if a Holder of ADSs who deposits his ADSs in a blocked account with the Depositary does not receive instructions and who instructs a Custodian to register in the Holder’s name the equivalent underlying Class B Shares for the purpose of voting such Class B Shares at any meeting of holders of Class B Shares may instruct the Depositary, immediately following any such meeting, to request such Custodian to reregister the Class B Shares in the name in which such Class B Shares were previously registered and to release to the Holder from a Registered Holder, the blocked account the ADSs representing such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesClass B Shares. Upon the written request instruction of a Registered Holder of a ADSs on such record date, received on or before the date established by the Depositary for such purposepurpose (and timely receipt of the applicable ADSs for blocking), the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Class B Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt ADSs in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that to vote the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Class B Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such ADSs unless it receives instructions from the Registered HolderHolder of such ADSs. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or as provided below. The Depositary may not itself exercise by the requirements of any voting discretion over any Shares. If stock exchange on which the Depositary does not receive instructions from any Registered Holder with respect to any ADSs are listed, in lieu of distribution of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; materials provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth hereinconnection with any meeting of, the Company shallor solicitation of consents or proxies from, at its own expenseholders of Deposited Securities, deliver distribute to the Depositary Holders a notice that provides Holders with, or otherwise publicize to Holders, instructions on how to retrieve such materials or receive such materials upon request (aa) an opinion of Indian counseli.e., reasonably satisfactory by reference to a website containing the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) materials for retrieval or a representation and indemnity letter from the Company (executed by a senior officer contact for requesting copies of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsmaterials).

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders (i) a copy or summary in English of Receipts a notice which shall contain (a) such information as is contained in such the notice of meetingsuch meeting sent by the Company to the Depositary pursuant to Section 14 of the Deposit Agreement, (bii) a statement that such Registered the Holders as of Receipts at the close of business on a specified record date established by the Depositary pursuant to paragraph (11) hereof will be entitled, subject to any applicable provision provisions of Indian French law, the statuts of the Company and the Deposited Securities or of the Memorandum and Articles of Association of the Company(which provisions, if any, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Sharessuch Holder’s ADSs, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Holder to give instructions for the exercise of such voting rights and (civ) a brief statement as voting instruction card to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated prepared by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting Company (a "Voting Instruction Card") and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received on or before setting forth the date established by the Depositary for the receipt of such purposeVoting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of ADSs who are not Holders of ADRs evidencing such ADSs on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of ADSs for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders’ meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of ADSs as contemplated by the preceding sentence. Upon receipt by the Depositary from a Holder of ADSs of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary shall endeavor will either, in its discretion, (i) use reasonable efforts, insofar as is practicable practical and permitted under the any applicable provisions of French law and the statuts of the Memorandum and Articles of Association governing Deposited Securities of the Company Company, to vote or cause to be voted the amount of Deposited Securities Shares represented by such American Depositary Shares evidenced by such Receipt ADSs in accordance with the any non-discretionary instructions set forth in such request. For Voting Instruction Card or (ii) forward such instructions to the purposes Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of this Section 4.07French law and the statuts of the Company, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter vote or cause to be voted on the Shares represented by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares ADSs in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms non-discretionary instructions set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that in such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personVoting Instruction Card. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by ADSs in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of ADSs who is not the Holder of the ADR evidencing such ADSs on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such ADSs unless the Depositary has received verification that such number of ADSs has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or in any way make use ofcause to be voted, for purposes of establishing a quorum or otherwiseattempt to exercise the right to vote that attaches to, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders’ meeting that have been left blank, vote in favor of such instructions from resolutions. Notwithstanding anything in this Deposit Agreement to the Registered Holdercontrary, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees may modify, amend or adopt additional voting procedures from time to provide such information time as promptly as practicable in writing) that (i) they determine may be necessary or appropriate to comply with French or United States law or the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer statuts of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting of, or solicitation of proxies or consents from, holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the discretion of the Depositary upon consultation with the Issuer, which shall contain (a) such information as is contained in such notice of meetingmeeting or solicitation received by the Depositary, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or Israeli law and of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that the Depositary shall notify such instruction instructions may be given (or, if applicable, deemed given in accordance with this Section 4.07) to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesIssuer. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under subject to the applicable provisions of law Israeli law, the Deposit Agreement and of the Issuer's Memorandum and Articles of Association governing Deposited Securities of the Company Association, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For The Issuer agrees, without increasing its obligations or potential liability to the purposes Owners and holders of Receipts or the Depositary hereunder, to provide notice, to the extent practicable, of any meeting of the holders of Shares or other Deposited Securities to the Depositary sufficiently in advance of such meeting in order to enable the Depositary to vote or cause to be voted any such Shares or Deposited Securities in accordance with the last sentence of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If after complying with the procedures set forth in this Section the Depositary either (i) does not receive instructions from any Registered Holder with respect to any the Owner of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts a Receipt or (ii) receives instructions that have been left blank on or before the date established by the Depositary for such purposepurposes, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give a discretionary proxy to vote the Shares evidenced by such Receipt to a person designated by the Company to vote Issuer; provided, however, that in the case of (i) above, no such Deposited Securities; provided that (x) instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter proposition as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy givengiven or the proxy would not be valid under applicable Israeli law, (iiy) substantial opposition exists such proposition involves any solicitation of opposing proxies, or (iiiz) such proposition authorizes the rights liquidation or dissolution of the Issuer or any merger or consolidation or other transaction involving the acquisition of a majority of the Issuer's outstanding Shares which requires the consent of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by Issuer's Shares, including the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundsDeposited Securities.

Voting of Deposited Securities. As soon as practicable ------------------------------ after receipt of The Company shall give prior written notice to the Depositary of any meeting of holders of Shares or other Deposited Securities Securities. Upon receipt of such notice, and upon consultation with the Company, the Depositary shall at the Company's expenseshall, in a timely manner, mail to the Registered Holders of Receipts ADSs represented by the ADRs (i) a notice which shall contain (a) such information as is contained copy or summary in such English or an English version of the notice of meetingsuch meeting sent by the Company to the Depositary pursuant to Section 13 of the Deposit Agreement, (bii) a statement that such Registered the Holders as of Receipts at the close of business on a specified record date established by the Depositary pursuant to paragraph (11) hereof will be entitled, subject to any applicable provision provisions of Indian French law, the constitutional documents of the Company and the Deposited Securities or of the Memorandum and Articles of Association of the Company(which provisions, if any, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American such Hxxxxx's ADSs, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Holder to give instructions for the exercise of such voting rights, (iv) a voting instruction card to be prepared by the Depositary Sharesand the Company (a "Voting Instruction Card") setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"), and (cv) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the following three paragraphs hereof. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Shares. Upon receipt by the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received properly completed Voting Instruction Card on or before the date established by the Depositary for such purposeReceipt Date, the Depositary shall endeavor (i) insofar as is practicable practical and permitted under the any applicable provisions of French law and the constitutional documents of the Memorandum and Articles of Association governing Deposited Securities of the Company Company, to vote or cause to be voted the amount of Deposited Securities Shares represented by such American Depositary Shares evidenced by such Receipt ADSs in accordance with the instructions set forth in such request. For Voting Instruction Card or (ii) to forward such instructions to the purposes Custodian and the Custodian shall endeavor, insofar as practical and permitted under any applicable provisions of this Section 4.07French law and the constitutional documents of the Company, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter vote or cause to be voted on the Shares represented by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares ADSs in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms instructions set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that in such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personVoting Instruction Card. The Depositary shall not have any obligation to demand a poll vote or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided belowdeemed instructions. The Depositary may will not itself exercise knowingly take any voting discretion over any Sharesaction to impair its ability to vote or cause to be voted the number of Shares necessary to carry out the instructions of all Holders. If Subject to the next paragraph, if no instructions are received by the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares ADSs evidenced by such Registered HolderHxxxxx's Receipts ADR on or before the date established by Receipt Date or if the Depositary for such purposeinstructions are, such Registered in the Depositary’s judgment, incomplete, illegible or unclear, the Holder shall be deemed, and the Depositary shall deem such Registered Holder, deemed to have instructed the Depositary to give discretionary proxy to a person designated by instruct the Company to vote cast the votes with respect to such Deposited Securities; provided Securities in accordance with the recommendations of the Board of Directors of the Company. Provided, however, that, the Depositary shall be entitled to rely on the Company to ascertain the recommendations of the Board of Directors of the Company, and accepts no liability or responsibility in respect thereof. Provided, however, that (x) no such discretionary instruction shall be deemed given and no such proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (ix) the Company does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which J.X.Xxxxxx Notwithstanding the foregoing, Holders will not be deemed to have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than instructed the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares give instructions to the Company to vote at a shareholders such Deposited Securities with respect to any shareholders' meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal in accordance with the recommendation of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors Board of Directors of the Company unless and until the Depositary has received legal assurances from French counsel, addressed to the Depositary in form and substance acceptable to the Depositary. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. The Depositary will not be subject to any potential liability arising from voting on the ground that the voting arrangement set forth in the Deposit Agreement violates French law. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Notwithstanding anything in the Deposit Agreement to the contrary, the Depositary and the Company may decline modify, amend or adopt additional voting procedures from time to register time as they determine may be necessary or appropriate to comply with French or United States law or the transfer constitutional documents of Shares on certain groundsthe Company. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders of Receipts Owners a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice or solicitation of meetingconsents or proxies received by the Depositary, (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, the laws of the Deposited Securities or Israel and of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that the Depositary shall notify such instructions may be given (or, if applicable, deemed given in accordance with this Section if no instruction is received) to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesIssuer. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor endeavor, insofar as is practicable and permitted under subject to the applicable provisions of law law, the Deposit Agreement and of the Issuer's Memorandum and Articles of Association governing Deposited Securities of the Company Association, to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a such Receipt in accordance with any non-discretionary instructions set forth in such request. The Issuer agrees, without increasing its obligations or potential liability to the Owners and holders of Receipts or the Depositary hereunder, to provide notice, to the extent practicable, of any meeting of the holders of Shares or other Deposited Securities to the Depositary sufficiently in advance of such meeting in order to enable the Depositary to vote or cause to be voted any such Shares or Deposited Securities in accordance with the terms of this Section 4.7. TheExcept as set forth on the last paragraph of this Section 4.7, the Depositary shall not vote or attempt to exercise any voting discretion with respect to the Shares or other Deposited Securities, other than in accordance with such instructions from instructions. There can be no assurance that Owners generally or any Owner in particular will receive the Registered Holder, notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or as provided below. The Depositary may not itself exercise any voting discretion over any SharesDeposited Securities in accordance with the provisions set forth in the preceding paragraph. If after complying with the procedures set forth in this Section the Depositary does not receive instructions from any Registered Holder with respect to any the Owner of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts a Receipt on or before the date established by the Depositary for such purposepurposes,Instruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided Securities in accordance with the recommendations of the Board of Directors of the Issuer as advised by the Issuer in writing, except that (x) the Depositary shall not vote that amount of such Deposited Securities as to which no instructions from the Owner of a Receipt for such discretionary proxy Deposited Securities shall have been received on or before the date established by the Depositary for such purposes in proportion to the votes cast by holders of all Shares, including Shares evidenced by Receipts as to which valid instructions from the Owners thereof shall have been given to the Depositary, and for this purpose, the Depositary shall be given with entitled to rely on a certificate of the Issuer as to the proportion of votes cast by such holderswith respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such that information as promptly as practicable in writing, if applicable) that (ix) the Company Issuer does not wish such proxy given, (ii) substantial opposition exists the Depositary to vote those Deposited Securities or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion matter materially and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt of notice from the Company of any meeting of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders of Receipts a notice which shall contain Owners (a) such information as is contained a summary in such English or an English version of the notice of meetingsuch meeting sent by the Company to the Depositary pursuant to Section 5.06 of the Deposit Agreement, (b) a statement in a form provided by the Company that such Registered Holders the Owners and Beneficial Owners as of Receipts at the close of business on a specified record date established by the Depositary pursuant to Section 4.06 of the Deposit Agreement (“Voters”) will be entitled, subject to any applicable provision provisions of Indian French law, the statuts of the Company and the Deposited Securities or of the Memorandum and Articles of Association of the Company(which provisions, if any, shall be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, and Shares (c) a brief statement as subject to the manner restrictions detailed below),(c) summaries in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman English of the Company, any materials or such other director that the Chairman may designate, and appoint the Chairman or that other person designated documents provided by the Chairman as representative Company for the purpose of the Depositary and the Registered Holders enabling such Voters to attend exercise such meeting and voting rights, by means of voting by mail (formulaire de vote the Deposited Securities in the direction so instructed par correspondance) or by such Registered Holder proxy (formulaire de vote par procuration), and (d) a statement that if voting instruction card (including a formulaire de vote par correspondance and formulaire de vote par procuration) and all other information, authorizations and certifications required under French law to allow Voters to vote Shares in registered form and Shares in bearer form to be prepared by the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by and the Company to vote such Deposited Securities. (a “Voting Instruction Card”) Upon the written request Depositary’s receipt of a Registered Holder on such record dateVoting Instruction Card from any Voter, received duly completed and executed, on or before the date established by the Depositary for such purposepurpose (the “Receipt Date”) and subject to the other restrictions set forth in Section 4.07 of the Deposit Agreement, the Depositary shall endeavor insofar will forward such materials or documents as is soon as practicable and permitted to the Custodian. The parties to the Deposit Agreement will acknowledge that, under the applicable provisions of French company law and the statuts of the Memorandum and Articles Company, as in effect as of Association governing Deposited Securities the date of the Deposit Agreement, a precondition for exercising any voting rights is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company at least five (5) calendar days prior to vote the date of the shareholders’ meeting or, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary to issue a certificat d’immobilisation de titres au porteur evidencing the immobilization of its Shares until the time fixed for the meeting, at least five (5) calendar days prior to the date of the meeting. Pursuant to the above requirements, Voters that desire to exercise their voting rights are required to instruct the Depositary to block the transfer of their Receipt or cause Receipts, or arrange for the transfer of their American Depositary Shares to be voted a blocked account with The Depositary Trust Company (“DTC”), in either case until the completion of such meeting and to (a) instruct the Depositary to (i) furnish the Custodian with the name and address of such Voters, the amount of Deposited Securities represented by such American Depositary Shares evidenced held by such Receipt Voters and any other information required in accordance with French law or the instructions set forth in such request. For Company’s statuts, (ii) notify the purposes of this Section 4.07, in the event Custodian that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman transfer of such instructions and Receipts or American Depositary Shares has been blocked, (iii) request that the Chairman or such designee to demand Custodian issue a poll certificat d’immobilisation de titres au porteur with respect to such matters Shares, and (iv) request that the Custodian deposit such certificat, together with the formulaire de vote par correspondance or the formulaire de vote par procuration, with the Company agrees that at least five (5) calendar days prior to the Chairman or such designee will make their reasonable best efforts to demand a poll at date of the meeting at which and give notice to the Company of such matters are to be voted on and Voters’ intention to vote and (b) irrevocably order the Custodian to re-register such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand the name of -------- -------- a poll or request to demand poll by the Depositary upon immediately following the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the shareholders’ meeting. In additionAccording to French company law, once withdrawn from the depositary facility, Shares voting rights may not be redepositedexercised in respect of fractional shares. Therefore, ownership of five (5) American Depositary Shares, or integral multiples thereof, is required to exercise voting rights. The directors Voting Instruction Card described in (d) in the first paragraph of this Article 16 above shall provide, among other things, for certifications by the Company may decline to register the transfer of Shares on certain grounds.Voter as follows:

Voting of Deposited Securities. As soon as practicable ------------------------------ after Upon receipt from the Issuer of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities Securities, the Depositary shall at the Company's expense, mail to the Registered Holders of Receipts Owners a notice notice, which shall contain (a) such information as is contained in such notice of meetingand any solicitation materials, (b) a statement that such Registered Holders of Receipts at each Beneficial Owner on the close of business on a specified record date set by the Depositary therefor will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, the ADSs evidenced by such Beneficial Owner’s ADRs and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a the discretionary proxy to a person designated by the Company to vote such Deposited Securitiesindependent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the “Independent Representative”). Upon the written request receipt of (i) instructions of a Registered Holder Beneficial Owner on such record date, received date in the manner and on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders (or to demand grant a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver discretionary proxy to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right Independent Representative to vote, or in any way make use of, for purposes of establishing if so designated by a quorum or otherwise, Beneficial Owner) the Shares or other Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt other than such Beneficial Owner’s ADRs in accordance with such instructions from instructions. In the Registered Holderevent that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, or as provided belowif any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs, the voting rights pertaining to such Deposited Securities will be exercised by the Independent Representative in favor of all motions of the Board of Directors of the Issuer at the meeting. The Depositary may will not itself exercise any voting discretion over in respect of any Deposited Securities. The Issuer shall only deem the persons entered in the Issuer’s Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Depositary does Deposited Securities in respect thereof) wishes to be entered in the Share register of the Issuer, such Share transferee must file with the Issuer a completed application (in a form provided by the Issuer to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not receive instructions from any Registered Holder vote at general meetings of the Issuer. All voting rights with respect to any the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Issuer. The Issuer reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by so as to permit the American Issuer to re-register such withdrawn Deposited Securities as Shares without voting rights. In addition, pursuant to the terms of the Articles of Incorporation of the Issuer, in the event that any person or other entity acquiring Shares does not expressly declare that he holds such Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be registered in the Share register of the Issuer without voting rights with respect to such Shares. The Issuer has agreed to exempt the Depositary Shares evidenced by such Registered Holder's Receipts on or before and the date established Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to 6% (in the aggregate) in respect of Deposited Securities held in connection with the Issuer’s ADR program, subject to compliance with Sections 3.1 and 3.4 hereof. The Issuer has the right not to recognize votes of (a) Deposited Securities by the Depositary for such purposein excess of the six percent limitation, such Registered Holder shall (b) Deposited Securities or other Issuer Shares by any Owner in excess of the one half of one percent limitation and/or (c) any Owner or other person holding an interest in an ADR not complying with the disclosure obligations of Sections 3.1 or 3.4 hereof. There can be deemed, and no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary shall deem such Registered Holder, to have instructed will vote the Depositary to give discretionary proxy to a person designated by Shares or Deposited Securities in accordance with the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter provisions set forth in the next preceding paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable ------------------------------ after Subject to Section 3.4, upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities the Depositary shall at shall, as soon as practicable thereafter and unless otherwise instructed by the Company's expenseIssuer in writing, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer (or, if requested and provided by the Issuer, an English translation or English summary of such information), (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian Swiss law, of the Deposited Securities or of the Memorandum and Articles of Association of the CompanyIssuer and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received, to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesIssuer. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, (i) to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that request and (ii) subject to any requirements the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that Issuer may establish to provide the Chairman or documentation necessary to enable such designee will make their reasonable best efforts Owner to demand a poll at the attend such meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any personrequest. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not tonot, and shall ensure that the Custodian and each of their nominees the Custodians does not, vote, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established by the Depositary for such purposeInstruction Date, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from There can be no assurance that Owners generally or any Owner in particular will receive the depositary facility and transferred on notice described in the Company's Register of Members preceding paragraph sufficiently prior to a person other than the Instruction Date to ensure that the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to will vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon Each Share will entitle the holder thereof to one vote at any meeting of the Issuer’s common stockholders, voting separately as practicable ------------------------------ after a class, whenever the Issuer’s common stockholders are voting on the following matters: (a) proposed amendments to the Issuer’s charter that affect any fundamental right or benefit with respect to the Shares; (b) the dissolution, merger, extension of corporate duration, transformation of the Issuer from one corporate form to another or change of corporate purpose; (c) proposed stock dividend; (d) proposed reduction in capital stock that may result in the liquidation of the Issuer; (e) conversion of Shares into common stock of the Issuer; (f) waiver of the preemptive rights of the holders of Shares to purchase any issue of shares of such class; and (g) proposed issue of any series or class of preferred stock entitled to any preference not given to holders of Shares. In addition, holders of Shares are entitled to one vote per Share on any matter as to which holders of common stock, are entitled to vote if: (a) the Issuer fails to pay all or any part of a minimum dividend as required under any applicable provision of Colombian law and/or the By-laws of the Issuer on the Shares for two consecutive fiscal years; (b) the Colombian Banking Superintendency (“Superintendencia Bancaria”) shall have determined that the directors or the principal executive officers of the Issuer have taken any action causing the Issuer’s revenues to be understated resulting in a decline in the distributable net profits of the Issuer; or (c) the registration of the Issuer’s common stock or Shares in the Colombian National Securities Registry (“Registro Nacional de Valores”) or their listing on any Colombian stock exchange is terminated. Upon receipt from the Issuer of notice of any meeting or solicitation or proxies or consents of holders of Shares or other Deposited Securities Securities, the Depositary shall at shall, if requested in writing by the Company's expenseIssuer, as soon as practicable thereafter, mail to the Registered Holders Owners a notice, the form of Receipts a which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, and (b) a statement that such Registered Holders the Owners as of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision of Indian law, Colombian law and of the Deposited Securities or Articles of Incorporation and By-laws of the Memorandum and Articles of Association of the CompanyIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the Depositary shall notify such last sentence of this paragraph if no instruction is received to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesIssuer. Upon the written request of a Registered Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor endeavor, insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not tonot, and shall ensure instruct that the each Custodian and each any of their its nominees does shall not, vote, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the vote that attaches to such Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Sharesdeemed instructions. If no instructions are received by the Depositary does not receive instructions from any Registered Holder Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Owner’s Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities; provided , provided, that (x) no such discretionary proxy instruction shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) that (ix) the Company Issuer does not wish such proxy given, (iiy) substantial opposition exists or (iiiz) the rights of the holders of Shares will be such matter materially and adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect affects the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than Unless otherwise expressly authorized under this Deposit Agreement, neither the Depositary nor the Custodian nor any of their nominees or its nominee agents may be voted by such personsexercise any voting discretion over any Shares. HoweverIn order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, Registered Holders who wish the Issuer shall endeavor to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance give the Depositary notice of shareholders meetings any such meeting or solicitation not less than 30 days prior to enable them the meeting date or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to make such withdrawal of the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in time to vote at accordance with the meeting. In addition, once withdrawn from provisions set forth in the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain groundspreceding paragraph.

Voting of Deposited Securities. As soon Upon the written request of an Owner of record of a Receipt as practicable ------------------------------ after of the record date (the "Voting Record Date") received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary will endeavor to cause the appointment (or, if the Deposited Securities are registered in the name of or held by its Custodian or a nominee, the Depositary hereby agrees to procure that the Custodian or its nominee shall cause the appointment), subject to the Articles of Association of the Company, such Owner as of the Voting Record Date fixed by the Depositary in accordance with Section 4.06 as a proxy in respect of any meeting (including any adjourned meeting) at which such Owner will be entitled to attend and vote at in respect of the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts held by such Owner on the Voting Record Date. In respect of any such meeting each such Owner may appoint a person nominated by the Depositary, its Custodian or nominee, to vote on behalf of the Owner subject to and in accordance with the provisions of this Section 4.07 and the Articles of Association of the Company. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities Securities, if requested in writing by the Company the Depositary shall at the Company's expenseshall, as soon as practicable thereafter, mail to the Registered Holders Owners of Receipts record as of the Voting Record Date a notice, the form of which notice shall be approved by the Company which shall contain (a) such information as is contained in such notice of meeting, (b) a voting instruction card in the form prepared by the Depositary after consultation with the Company, (c) a statement that such Registered Holders the Owners of Receipts at record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or English law and of the Memorandum and Articles of Association of the CompanyCompany and the provisions of or governing the Deposited Securities, either (i) to use such voting instruction card to inform the Depositary that the Owner intends to attend such meeting as the proxy of the Depositary, the Custodian or its nominee (as appropriate) solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner's Receipts or (ii) to instruct such person nominated by the Depositary Depositary, the Custodian or nominee as to the exercise of the voting rights, if any, rights pertaining to the amount number of Shares or other Deposited Securities represented by their respective the American Depositary SharesShares evidenced by such Owner's Receipts, and (cd) a brief statement as to the manner in which such voting instructions may be given, including an express indication that the Depositary shall notify such instruction given to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated nominated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited SecuritiesDepositary. Upon the written request of an Owner of record of a Registered Holder Receipt on such record datethe Voting Record Date, received on or before the date established by the Depositary for such purpose, Instruction Date the Depositary shall endeavor insofar endeavor, in so far as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company practicable, to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of -------- -------- a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to Neither the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that nor the Custodian and each nor the nominee of their nominees does not, vote, either of them shall vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, vote that attaches to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt Securities, other than in accordance with such written instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any SharesOwners given in accordance with this Section 4.07. If no valid written instructions are received by the Depositary does not receive instructions from any Registered Holder an Owner with respect to any of the number of Deposited Securities represented by the American Depositary Shares evidenced by such Registered HolderOwner's Receipts on or before the date established Instruction Date, that number of Deposited Securities shall not be voted by the Depositary for such purposeDepositary, such Registered Holder shall the Custodian or the nominee of either of them. There can be deemed, and no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary shall deem such Registered Holder, to have instructed will appoint the Depositary to give discretionary Owner as proxy to a person designated by or vote the Company to vote such Shares or other Deposited Securities; provided that (x) no such discretionary proxy shall be given Securities in accordance with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter provisions set forth in the next preceding paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to register the transfer of Shares on certain grounds.