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 at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)’s expense, unless otherwise agreed in writing by the Company and the DepositaryDepositary and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery, or by electronic transmission, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that the Depositary i) timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or ii) if no instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder 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, however, that 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Cayman law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date a record date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner accordance with paragraph (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)11) hereof and, unless otherwise agreed requested in writing by the Company and the Depositaryin order to comply with applicable law, mail to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company subject to any applicable provisions of the laws of the United Kingdom and the Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither The Depositary will not itself exercise any voting discretion in respect of any Deposited Security. Subject to the provisions of the next succeeding paragraph, to the extent such instructions are not so received by the Depositary nor from any Holder, the Custodian shall, under any circumstances exercise any discretion as Holder shall be deemed to voting, and neither have instructed the Depositary nor to give a discretionary proxy to a person designated by the Custodian shall vote, attempt Company to exercise vote 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 ADSs except pursuant as to and in accordance with such written which the Depositary has not received instructions from the Holders. Shares or other Deposited Securities represented by ADSs for , provided that no such instruction shall be deemed to be given and no discretionary proxy shall be given with respect to which no specific voting instructions are received by the Company informs the Depositary from (and the Holder shall Company agrees to provide such information promptly in writing) that the Company does not be votedwish such proxy given. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions Notwithstanding anything to the Depositary contrary contained in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementpreceding paragraph, the Depositary shall not be liable obligated to give any such discretionary proxy and the Holders shall not have been deemed to have so instructed the Depositary unless and until the Depositary has been provided with an opinion of counsel to the Company, which may be given at the time of entering into the Deposit Agreement, satisfactory to the Depositary (which may be internal counsel), in form and substance satisfactory to the Depositary, substantially to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any additional disclosure obligations related to interests in shares under the Companies Act or the listing rules of the London Stock Exchange except for any failure required notification to carry out any instructions the Company pursuant to vote Part VI of the Companies Act, (ii) the granting of such proxy does not result in a breach of the Companies Act or the listing rules of the London Stock Exchange and (iii) the Depositary or the Custodian, or the nominee of any of them, whichever is the Deposited Securitiesregistered holder entitled to attend and vote at meetings of the Company in respect of such Shares, has the right to appoint the proxy to attend and vote instead of him. The Company undertakes to inform the Depositary of any substantial change in law which would subject the Depositary to disclosure obligations under the Companies Act or listing rules of the London Stock Exchange (other than said Part VI of the Companies Act) to which the Depositary, the Custodian or the nominee of any of them would not otherwise be subject but for the manner in which grant of such vote is cast or the effect of any such votediscretionary proxy.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic transmission (mail or as otherwise agreed by the Company and the DepositaryDepositary in writing from time to time), unless or otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of the Company’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic transmission (mail or as otherwise may be agreed by between the Company and the Depositary), unless otherwise agreed Depositary in writing by the Company and the Depositary, from time to time) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such voting instructions may be givengiven to the Depositary or in which voting instructions may be deemed to have been given in accordance with this Section 4.8 if no instructions are received prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of this Deposit Agreement, the Company's constituent documents and the provisions of the Company’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs Notwithstanding the above, save for which no specific voting instructions are received by applicable provisions of Australian law, and in accordance with the terms of Section 5.3, the Depositary from the Holder shall not be votedliable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of ------------------------------ notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior Company) mail to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shallnor their respective nominees, if any, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for the purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting sent by the Company and received by the Depositary at which least thirty five (35) days prior to the holders date of Shares are entitled to vote, the proposed meeting or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy (such as a “procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code). Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, any applicable provisions of French law and the provisions statuts of the Company’s Articles of Association and the provisions of the Deposited Securities, Company to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedSecurities. There can be is no assurance guarantee that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding According to French law, voting rights may not be exercised in respect of fractional shares. Under French law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the aboveresolutions presented by the Board of Directors to the shareholders for their approval. In such case, and Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in accordance with Section 5.3 Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this paragraph (12) as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit AgreementAgreement or the ADR. 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 not they be liable for subject to any failure liability under the Deposit Agreement or this ADR to carry out any Holder or any other person with respect to whether a Holder or such other person is entitled to provide voting instructions to vote any or otherwise in respect of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votevoting.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) provide to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder, either on a show of hands, in which case the Custodian shall be instructed to vote in accordance with instructions received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the instructions received from the Holders giving instructions. The Company’s Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such instructionsHolder(s)’ American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)’ American Depositary Shares) with an aggregate paid up capital of at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The Company’s Articles of Association and Memorandum of Association (as in effect on the date hereof), further provide that the Chairman of the Board of the Company shall cast the deciding vote, in the event of a tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Italian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities by-laws (which provisions, if any, shall be summarized in pertinent part by the CompanyStatuto), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (including the Custodian granting of a proxy to vote the Shares and/or other Company in accordance with instructions received from Holders) the Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. On the Depositary nor business day following the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received date fixed by the Depositary from as the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return last date for delivery of voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementinstructions, the Depositary shall not be liable for any failure endeavor to carry out any instructions give notice to vote any the Company by cable, telex or facsimile transmission of the voting instructions received from the Holders as of the close of business on such fixed date. In order to give Holders a reasonable opportunity to instruct the Depositary as to the exercise of voting rights in respect of Deposited Securities, or for as provided above, the manner in which such vote is cast or Company shall give the effect Depositary notice of any such meeting or solicitation of consents or proxies not less than 25 days prior to the date of such meeting or vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, ) mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company's Articles of the Deposit Agreement, the Company’s Articles Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum of Association of the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder, either on a show of hands, in which case the Custodian shall be instructed to vote in accordance with instructions received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total Shares entitled to vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the total Shares (represented by such instructionsHolder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shares) with an aggregate paid up capital of at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The Company's Articles of Association and Memorandum of Association (as in effect on the date hereof), further provide that the Chairman of the Board of the Company shall cast the deciding vote, in the event of a tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least 30 days prior to the date of such vote or meetingDepositary), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given, including an indication that Holders for which the Depositary has not timely received voting instructions will be deemed, and the Depositary shall deem such Holders, to have given a discretionary proxy to a person designated by the Company to vote the Shares or other Deposited Securities represented by such Holder's ADSs in his or her discretion. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. In the absence of timely receipt of voting instructions from a Holder of ADSs, the Depositary agrees to use its commercially reasonable efforts to give a discretionary proxy to a person designated by the Company; provided, however, that, such discretionary proxy shall not be given with respect to any proposition (a) as to which the Company has informed the Depositary that (i) it does not wish such discretionary proxy to be given or (ii) substantial opposition exists as to any recommendation by the Company as to the action to be taken at the meeting, (b) as to which the Depositary has knowledge of any solicitation of proxies in opposition to any recommendation by the Company as to any action to be taken at the meeting, or (c) for the purposes of authorizing a merger or consolidation or any other matter which may affect substantially the rights or privileges of Holders of the Shares or other Deposited Securities. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities represented by ADSs for which no specific (whether or not voting instructions are have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing a quorum at a meeting of shareholders. On the business day following the date fixed by the Depositary as the last date for delivery of voting instructions, the Depositary shall give notice to the Company of the voting instructions received by the Depositary from the Holder Holders as of the close of business as of such fixed date. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be votedtaken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles articles of Association association or similar documents of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Hxxxxx’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, with the Company’s prior written consent, 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles Deposit Agreement, the articles of Association association or similar documents of the Company and the provisions of the Deposited Securities, to vote or vote, cause the Custodian to vote or give voting instructions with respect to the Shares and/or other Deposited Securities (in person or by proxy) represented by such Hxxxxx’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or herein. If the Depositary timely receives voting instructions from Holders. Shares or other a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs for which no specific such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions are received instructions. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of the United Mexican States to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary from an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested in writing by the Holder shall not be votedDepositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Korean law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian purposes of satisfying applicable quorum requirements; provided, however that, except to vote the extent Holders and beneficial owners of ADSs have been given at least 30 days to provide the Depositary with voting instructions, the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedso counted with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes that (x) substantial opposition exists or (y) materially affects the rights of holders of Shares. For purposes hereof, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e. issuances of Shares which, based on the number of Shares issued and outstanding prior to giving effect to such issuance, represents less than ten percent of the then outstanding Shares), would not materially affect the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders owners of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from owners of Deposited Securities, upon written request by the Company, the Depositary shall fix an American Depositary Share record date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.06 of the Agreement. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested upon written request by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), the Depositary shall, as soon as practicable thereafter, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinarydistribute to the Owners a notice, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and form of which notice shall be in the Depositary), unless otherwise agreed in writing by the Company and sole discretion of the Depositary, to Holders as of the ADS Record Date: which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent consents or proxy; proxies received by the Depositary from the Company, (b) a statement that the Holders at Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of law and of the Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be 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 such Holder's ADSs; 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 last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated to the Company. Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs evidenced by the American Depositary Shares in accordance with the instructions set forth in such Receipt request. The Depositary and the Custodian shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the Owner’s American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such 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 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 (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. Notwithstanding anything contained in the Agreement or any Receipt, the Depositary may, to the extent not prohibited by law, regulations, or by the requirements of the stock exchange on which the American Depositary Shares 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, owners 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 website containing the materials for retrieval or a contact for requesting copies of the materials). If the Depositary timely receives voting instructions from a Owner which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Owner’s American Depositary Shares, the Depositary will deem such Owner (unless otherwise specified in the notice distributed to Owners) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained in the Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of owners of Deposited Securities if the taking of such action would violate U.S. laws. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares Owners or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely mannerprovisions of this Article 16. Notwithstanding the above, save for applicable provisions of Netherlands law, and in accordance with the terms of Section 5.3 5.03 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Owners or Beneficial Owners generally or any Owner or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Owner to return voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. There can be no assurance that Holders and Beneficial Owners will be given the opportunity to vote or cause the Custodian to vote on the same terms and conditions as the holders of Shares. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other The Depositary shall not itself exercise any voting discretion over any Deposited Securities represented by ADSs for which Securities. If (i) the Company instructed the Depositary to act under Section 4.9 of the Deposit Agreement and complied with the preceding paragraph herein and (ii) no specific voting instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to date established by the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementfor such purpose, the Depositary shall not be liable for any failure deem that Holder to carry out any instructions have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those ADSs and the Depositary shall give a discretionary proxy to a person designated by the Company to vote any that amount of the Deposited Securities, except that 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 (x) the Company does not wish such proxy given, (y) substantial opposition exists or for (z) such matter materially and adversely affects the manner in which such vote is cast or the effect rights of any such voteholders of Shares.

Voting of Deposited Securities. As soon as practicable after (a) Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shallwill, if requested unless otherwise instructed by the Company Company, promptly thereafter, distribute to all Holders a notice containing (i) the information (or a summary thereof) included in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of including the ADS Record Date: agenda for the meeting, (a) such notice of meeting or solicitation of consent or proxy; (bii) a statement that the Holders at as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Italian law and of the Company’s Articles 's Certificate of Association Incorporation and the provisions of or governing Deposited Securities By-laws (which any such provisions, if anymaterial, shall will be summarized in pertinent part by the Companysuch notice), to instruct the Depositary as to the exercise of the voting rights, if any, any (subject to compliance by such Holder with the requirements described below) pertaining to the number of Shares or other Deposited Securities represented by such Holder's their respective ADSs; and , (ciii) if applicable, a brief statement as to the manner in which such instructions Holders may be given. Upon request a certificate for such meeting attesting that beneficial ownership of the timely receipt related Shares is in the name of written instructions the Holders and therefore enabling them to exercise voting rights with respect to the Shares represented by their ADSs without the use of Voting Proxy Cards as defined hereinafter (the "Certificate") (iv) if applicable, a proxy card (the "Voting Proxy Card") pursuant to which such Holder on the ADS Record Date, may appoint the Depositary shall endeavor, insofar (with power of substitution) as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, his or her proxy to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by at such Receipt meeting in accordance with the directions set out in such instructions. Neither Voting Proxy Card as hereinafter described, and (v) such other information, including any such modification to the foregoing procedures as agreed between the Depositary nor and the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteCompany.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)'s estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, use good faith efforts to distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. The Company shall use commercially reasonable efforts to provide such request to the Depositary at least thirty (30) days prior to the date of the relevant vote or meeting. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by laws 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Articles of Association (as in effect on the date of the Deposit Agreement), voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of the meeting or by certain shareholders present at the meeting in person or by proxy. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced as follows: (i) in the event voting takes place at a shareholders’ meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs who timely provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such instructionspurpose and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected. Neither None of the Company, the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be votedvoted (except as otherwise provided herein). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws or if the Depositary has not distributed the materials referred to in the first paragraph of this Section 4.10. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Depositary, or otherwise take action, in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting at which the of holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary Securities at least 30 thirty (30) days prior to the date of such vote or the meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed if so requested in writing by the Company in a timely manner and provided that the Depositary, upon consultation with the Company, has determined that the solicitation of votes, consents or proxies from Holders of ADSs is lawful and reasonably practicable, the Depositary shall, as soon as practicable thereafter, establish the ADS Record Date and distribute to the Holders as of the ADS Record Date: Date (a) such a summary in English or an English version of the notice of such meeting or solicitation of consent or proxy; received from the Company, (b) a statement in a form provided or agreed to by the Company that the Holders at as of the close of business on the ADS Record Date will be entitled, subject to the terms of the Depositary Agreement and any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Statuts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companyin such statement), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented (subject to the restrictions detailed below) on or before the response date established by the Depositary for such Holder's ADSs; purposes and specified in the notice to Holders (the "Response Date"), and (c) a brief statement as any other documents in English provided by the Company for the purpose of enabling such Holders to exercise the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions voting rights of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding In accordance with French law and the aboveCompany'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 at least one (1) calendar day prior to the date of the shareholders' meeting and, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary in France to issue, at least on (1) calendar day prior to the date of the meeting, a certificat d'immobilisation de titres au porteur evidencing the immobilization of its Shares until the time fixed for the meeting. In accordance with French law and the Company's Statuts, the Board of Directors of the Company may either reduce or cancel such registration or immobilization period. In such event, the Company shall notify the Depositary of such change and of the new applicable period, if any, and all references in the Deposit Agreement and this ADR to the previously applicable registration or immobilization periods shall be deemed to refer to the new periods, insofar as practicable. The Depositary may require that the transfer of ADSs be restricted for a period in excess of the French registration or immobilization periods in order to enable the Depositary to comply with French law and the Company's Statuts. According to French law, the Custodian may act as "intermediaire inscrit" after registering as such with the Company. As "intermediaire inscrit", the Custodian may hold collective or individual accounts in the name of shareholders and may vote at shareholders' meetings on behalf of shareholders according to the instructions received from their clients. In order for those votes to be valid, the Custodian has (a) to be inscribed as "intermediaire inscrit" on the books of the Company, and (b) if so requested by the Company, to have provided a list of the names of a beneficial owners ("proprietaires") of the Shares for whom the votes are to be cast. If the information requested in (b) above is not provided, or not provided correctly, the right to vote pertaining to and payment of the dividend on those Shares will be automatically suspended until full and correct information is provided. The Depositary shall instruct the Custodian to exercise the right to vote that attaches to the Deposited Securities only in accordance with Section 5.3 the instructions of the Holders. According to French law, voting rights may not be exercised in respect of fractional shares. As a precondition for exercising any voting rights, any persons holding ADS(s) who are not the Holders of the ADR(s) registered in name on the books of the Depositary evidencing such ADS(s) (e.g., persons holding their ADS(s) through DTC) must (a) arrange for the immobilization of their ADSs in DTC ("Blocking") for the period fixed by the Depositary after consultation with the Company (the "Blocking Period"), and (b) provide identity information required by French law to the Depositary (i.e., full name, address, social security number etc.), in each case, in the manner designated by the Depositary. Holders of ADR(s) registered in name on the books of the Depositary (other than DTC) will, as a precondition for exercising voting rights, be required to irrevocably instruct the Depositary not to transfer the ADR(s) (and not to cancel such ADR(s) upon receipt of cancellation and withdrawal instructions) evidencing the ADSs 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 the ADR(s) (and cancel ADR(s) upon receipt of cancellation and withdrawal instructions) indicated in such Stop Transfer Instructions, during the Blocking Period. Only Holders of ADR(s) who have requested that the Shares evidenced by such ADR(s) be converted to registered Shares and who have held such ADR(s) for at least two (2) consecutive years will be entitled to double voting rights. Holders of ADSs representing Shares in bearer form will not be entitled to double voting rights. Upon timely receipt by the Depositary of a (i) properly completed voting instructions in the manner specified by the Depositary including, if so requested, all requisite identity information, and (ii) either confirmation of Blocking or valid Stop Transfer Instructions, in each case, on or before the Response Date, the Depositary shall endeavor, insofar as practicable and permitted under any applicable provisions of French law, the Company's Statuts and the Deposited Securities, to cause the Custodian to vote the Deposited Securities in accordance with the voting instructions of ADS holders. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Deposited Securities other than in accordance with such instructions. The Depositary shall not honor any voting instructions except with respect to, and only to the extent of, the number of ADS either (a) timely received timely for Blocking or (b) for which it has received Stop Transfer Instructions. Under French company law, shareholders and the Board of Directors may modify the resolutions proposed in the notice of meeting. In such case, Holders who have given prior instructions to vote on such resolutions shall be deemed to have voted against the revised resolutions; provided, however, that in the event such revised resolutions are approved by the Board of Directors of the Company, Holders of ADSs who have validly and timely provided voting instructions to the Depositary shall be deemed to have instructed the Depositary to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under this paragraph (16). Subject to paragraph (16), 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 AgreementAgreement or this ADR to any Holder or any other person with respect to any action by any Holder in respect of the voting of any Deposited Securities. Holders of American Depositary Shares who wish to attend any meeting of the Company's shareholders in person will need to make separate arrangements therefor with the Depositary and the Company. Notwithstanding anything in the Deposit Agreement to the contrary, the Depositary and the Company may modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the Statuts of the Company. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)'s estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. Under the Company's by-laws, Holders of Deposited Securities are entitled to vote only in limited circumstances. They may elect two of the Company's directors, and corresponding alternate directors. In addition, the following matters require the vote of holders of a majority of all the capital stock, including the Deposited Securities, as well as of holders of a majority of the Company's Series AA Shares, without par value, and Series A Shares, without par value, voting together: (i) the extension of the Company’s term of duration; (ii) transformation of the Company from one type of company to another; (iii) any merger in which the Company is not the surviving entity or any merger with an entity whose principal corporate purposes are different from those of the Company; (iv) removal of the Company's shares from listing on the Mexican Stock Exchange or any foreign stock exchange; and (v) actions that would prejudice the rights of the holders of the Deposited Securities. Except as described above and for a class vote required in respect of the matters specified in clause (v) in certain circumstances under Mexican law, Holders of Deposited Securities have no voting rights. Holders of Deposited Securities are not entitled to attend or to address meetings of shareholders at which they are not entitled to vote. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix (to the ADS Record Date extent permitted by law) mail to Holders a notice containing (a) such information as is contained in respect of such meeting notice (or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in Company, a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received summary of such information provided by the Depositary at least 30 days prior to the date of such vote or meetingCompany), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders each Holder at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Holder's ADSs; Holders' Receipts, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this Section if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions request of a Holder on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt Holder's Receipts in accordance with any instructions set forth in such instructionsrequest. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from HoldersSecurities. Shares or other Deposited Securities represented by ADSs for which If no specific voting instructions are received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder 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 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 promptly in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. Subject to the rules of any securities exchange on which American Depositary Shares or the 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, to the attention of its Secretary, copies of all instructions received from Holders in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company provided that payment of such expense shall not be voteda condition precedent to the obligations of the Depositary under this Section. There can be is no assurance guarantee that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. At the date of this Deposit Agreement, the Shares have only limited voting rights. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies of holders of Shares or other Deposited Securities, as soon 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, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilan law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedSecurities. There can be is no assurance guarantee that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)’s expense, unless otherwise agreed in writing by the Company and the DepositaryDepositary and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery, or by electronic transmission, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that the Depositary (i) timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or (ii) if no instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder 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, however, that 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Cayman Islands law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or distribute as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles Estatutos of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given; provided, however that if the Company’s request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall be obligated to distribute the voting materials contemplated herein to Holders of ADSs prior to the corresponding materials having been made publicly available to the holders of shares in Mexico. Notwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, 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). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, Estatutos of the Company’s Articles of Association Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to that number of Deposited Securities, except that 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 promptly in writing, if applicable) that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. Shares Subject to the rules of any securities exchange on which the ADSs or other the 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 a voting report detailing how the Depositary will vote, or cause to be voted, the Deposited Securities represented by ADSs for which no specific at such meeting. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions are have been received by in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in this Deposit Agreement or any ADR, the Depositary from the Holder shall not be votedhave any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after (a) Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares Stock or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable, fix a record date as provided in Section 4.06 of the Company in writing in a timely manner Deposit Agreement (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteInstructing Holders.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. If any requirement of Chilean law, of the estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, ADRs or the ADSs evidenced thereby are listed does not permit the Depositary nor the Custodian shallto vote (or to vote on any particular matter) in accordance with instructions received from Holders, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented as required by ADSs except pursuant to and such law, estatutos or securities exchange, or, if no manner of voting is so required, in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by a manner permitted thereby that the Depositary from determines in its sole discretion (following consultation with the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time Company) to enable the Holder to return voting instructions most fairly give effect to the Depositary in a timely manner. Notwithstanding the above, and in accordance instructions received with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure respect to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.. J.X.Xxxxxx

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting meeting, to be sent by the Company at which least thirty-five (35) days prior to the holders date of Shares are entitled to votethe proposed meeting, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials or solicitation of consent or proxy; a summary thereof in a form prepared by the Company,, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy (such as a “procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, any applicable provisions of French law and the provisions statuts of the Company’s Articles of Association and the provisions of the Deposited Securities, Company to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedSecurities. There can be is no assurance guarantee that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding According to French company law, voting rights may not be exercised in respect of fractional shares. Under French company law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the aboveresolutions presented by the Board of Directors to the shareholders for their approval. In such case, and Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in accordance with Section 5.3 Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this paragraph (12) as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit AgreementAgreement or the ADR. 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 not they be liable for subject to any failure liability under the Deposit Agreement or this ADR to carry out any Holder or any other person with respect to whether a Holder or such other person is entitled to provide voting instructions to vote any or otherwise in respect of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votevoting.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, the share handling regulations of the Company and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voterequirements.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)’s expense, unless otherwise agreed in writing by the Company and the DepositaryDepositary and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery, or by electronic transmission, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that the Depositary i) timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Xxxxxx’s ADSs or ii) if no instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Xxxxxx’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder 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, however, that 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Cayman law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. requirements; There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS ADW Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.10 hereof. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS ADW Record Date: (a) an English summary of such notice of meeting or solicitation of consent or proxy; proxy in the format provided by the Company for such purposes, (b) a statement that the Holders at the close of business on the ADS ADW Record Date will be entitled, subject to any applicable French law, the Articles of Association of the Company, the provisions of the this ADW Deposit Agreement, the Company’s Articles of Association ADWR representing the ADWs and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in English in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADWs, and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions (in the manner deemed acceptable to the Depositary) of a Holder on the ADS Record Dateof ADWs as of such record date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Associations and the provisions of the Deposited SecuritiesWarrant Terms and Conditions, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities exercise voting or consent rights attached to Warrants represented by ADSs evidenced by such Receipt ADWs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to votingany voting or consent rights that may derive from or arise from the Warrants and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote on or consent to any matter, or in any way make use of the Warrants or other Deposited Securities represented by ADWs except pursuant to and in accordance with voting or consent instructions timely received from Holders. No vote shall be exercised and no consent shall be given in respect of any Warrants or other Deposited Securities represented by ADWs in respect of which no specific voting or consent instructions are received by the Depositary from the Holder thereof. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting or consent instructions to the Depositary or otherwise satisfy the conditions to voting their ADWs in a timely manner or that the Custodian will have the legal authority to give effect to any such instructions received from Holders. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall 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 ADSs ADWs, except pursuant to and in accordance with such written the voting instructions timely received from HoldersHolders or as otherwise contemplated herein. Shares or other Deposited Securities represented by ADSs ADWs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders Subject to applicable laws or Beneficial Owners generally rules of any securities exchange on which the Deposited Securities are listed or any Holder or Beneficial Owner in particular will receive traded, at least three (3) Business Days prior to the notice described above with sufficient time date of a meeting, the Depositary shall, unless the Company has agreed to enable a later Receipt Date, deliver the Holder to return Company a tabulation of the voting instructions to received from Holders of ADWs, if any, and the Depositary in a timely manner. Notwithstanding shall vote, or cause to be voted, the above, and Deposited Securities represented by such Holders' ADWs in accordance with Section 5.3 such instructions. Notwithstanding anything else contained in this ADW Deposit Agreement or any ADWR to the contrary, the Depositary and the Company may, by agreement between them, with notice to the Holders, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of the Sections 6.1 and 7.8 hereof). Notwithstanding anything else contained in this ADW Deposit AgreementAgreement or any ADWR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic transmission (mail or as otherwise may be agreed by between the Company and the Depositary), unless otherwise agreed Depositary in writing by the Company and the Depositary, from time to time) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of this Deposit Agreement, the Company’s Estatuto Social and the provisions of the Company’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Brazilian law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 15 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles articles of Association association or similar documents of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Hxxxxx’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, with the Company’s prior written consent, 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles Deposit Agreement, the articles of Association association or similar documents of the Company and the provisions of the Deposited Securities, to vote or vote, cause the Custodian to vote or give voting instructions with respect to the Shares and/or other Deposited Securities (in person or by proxy) represented by such Hxxxxx’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from Holders. Shares or other a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs for which no specific such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions are received instructions. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of the United Mexican States to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary from an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested in writing by the Holder shall not be votedDepositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and Bylaws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation and Bylaws and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Constitution and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Deposit Agreement, the Constitution of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Shares Deposited Securities are entitled to vote, vote or of (ii) solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior and subject to the date penultimate sentence of such vote or meeting)this paragraph, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof distribute to Holders as of the ADS Record DateDate notice which shall contain: (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Bylaws and the provisions of of, or governing governing, the Deposited Securities (which provisions, if any, shall be 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 Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to addressing the manner and timing in which such voting instructions may be given, including an express indication that such instructions may be givengiven in accordance with this section. In the event the notice of meeting and request of the Company is not received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall distribute the voting materials contemplated herein to Holders of ADSs prior to the corresponding materials having been made publicly available to the holders of shares in Argentina. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, to the extent not prohibited by law, regulations or applicable stock exchange on requirements, in lieu of distributions 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles of Association Deposit Agreement, the Bylaws and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from Holders. Shares or other a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs for such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions; provided, however, that no such instruction shall be deemed given as to any matter as to which the Company informs the Depositary that the Company does not want the Depositary to vote in such manner. If (i) the Company made a request to the Depositary as contemplated by the second sentence of this Section 4.10 and (ii) no specific timely voting instructions are received by the Depositary from a Holder with respect to the Deposited Securities represented by such Holder’s ADSs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder 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 endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Bylaws of the Company, applicable laws and the provisions of the Deposited Securities, to give or cause the Custodian to give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities; provided, however, that 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 that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if reasonably requested by the Depositary (in accordance with Section 5.7) an opinion of U.S. counsel addressing any actions to be votedtaken. Notwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary will not vote the Deposited Securities in accordance with this Section 4.10 unless the Company has provided to the Depositary an opinion of Argentine counsel (which may be general counsel of the Company), which states that such action is not in contravention of Argentine law or the Bylaws of the Company if so reasonably requested by the Depositary. The Company has informed the Depositary that under Argentine law as in effect as of the date hereof, (i) any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s vote, but only if the matter would not have been approved without the shareholder’s vote and (ii) shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Bylaws may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution. This liability may apply to Holders and Beneficial Owners of ADSs and, as a result, Holders and Beneficial Owners shall indemnify the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims that may arise against, and any liability that may be incurred by, the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates as a result of any voting instructions carried out on behalf of Holders and Beneficial Owners that give rise to such liability under Argentine law. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company’s net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company’s capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As soon as practicable after Upon receipt of (a) notice from the Company of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, Securities and (b) the Depositary shall fix statement of the ADS Record Date in respect of Custodian or such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received other major commercial German bank as may be reasonably chosen by the Depositary at least 30 days prior to act as a proxy bank (the date of such vote or meeting"Proxy Bank"), at setting forth its recommendations with regard to voting of the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or Shares as otherwise agreed by to any matter which is set forth in the notice from the Company and on which a vote is to be taken by holders of Shares, together with an English translation thereof (the Depositary"Recommendation"), unless otherwise agreed requested in writing by the Company and Company, the DepositaryDepositary shall, as soon as practicable thereafter, mail to Holders the Owners a notice, which shall contain (i) such information as of the ADS Record Date: (a) is contained in such notice of meeting or solicitation of consent or proxy; and (bii) a statement that the Owners and Holders at ("Voters") as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable provision of German law, the provisions of the Deposit Agreement, the Company’s Articles of Association of the Company, the Receipts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the whole number of Shares or other Deposited Securities represented by their respective American Depositary Shares on such Holder's ADSs; and 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 if no voting instructions are received on or before the date established by the Depositary for such purpose 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. Upon the timely receipt of written instructions request of a Holder Voter, as applicable, on such record date, received on or before the ADS Record Instruction Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and German law, the provisions of the Company’s Articles of Association of the Company and the provisions of the Deposited SecuritiesReceipts, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. The Company agrees, without any liability to the Voters arising hereunder, to provide notice, to the extent practicable, of any meeting of Voters of Shares or other Deposited Securities containing the requisite information, together with English translations, to the Depositary within the twelve calendar days following the publication of the invitation to the shareholders meeting in the German electronic Federal Gazette. Voting rights may be exercised only in respect of whole American Depositary Shares, or integral multiples thereof. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and Securities, other than in accordance with such written instructions or deemed instructions received from Holdersthe Voters, as applicable, as of such record date. Subject to the following paragraph of this Article (16), if no specific voting instructions are received by the Depositary from any Voter (to whom Notice was sent by the Depositary) with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts on or before the Instruction Date, such Voter shall be deemed, and the Depositary shall deem such Voter, to have instructed the Depositary 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 or the Custodian exercise any voting discretion over any Shares or other Deposited Securities. 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 (21) calendar days prior to any meeting of Voters of Shares or other Deposited Securities represented by ADSs for with respect to which the Depositary has received notice from the Company, the Depositary shall mail the Notice (which in this case will not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the 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 Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above Instruction Date with sufficient time to enable the Holder to return voting instructions respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts, no votes shall be cast at such meeting with respect to such Deposited Securities. Nothing in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementAgreement shall be construed to grant to a Voter any voting rights with respect to Deposited Securities to which, the Depositary shall by their terms, voting rights do not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteotherwise attach.

Voting of Deposited Securities. As soon as practicable after Upon receipt of any notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed requested in writing by the Company and Company, the DepositaryDepositary shall, as soon as practicable thereafter, mail to Holders as the Owners of the ADS Record Date: Receipts a notice which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement that the Holders at each Owner of Receipts as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of this Deposit Agreement and of law and of the Deposit Agreement, the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary either (i) 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 or (ii) to irrevocably appoint such Holder's ADSs; Owner of Receipts (or any other person such Owner shall name) in respect of any meeting (including any adjourned meeting) at which holders of Shares or other Deposited Securities are entitled to vote as the Depositary’s proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of the Shares or other Deposited Securities evidenced by the Receipts held by such Owner as of the close of business on the specified record date, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given under (i) above telephonically or via the Internet, and, including an express indication that instructions may be given (or deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt telephonic or written request, including requests received via the Internet, of written instructions an Owner of a Holder Receipt on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable and permitted under applicable law and either, as the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiescase may be, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes amount of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant such Receipt, or, if requested in writing, to and in accordance irrevocably appoint such Owner of Receipts (or such person so named by such Owner) as the Depositary’s proxy with such written instructions from Holders. respect to the Shares or other Deposited Securities represented evidenced by ADSs for which the Receipts held by such Owner as of the close of business on the specified record date, in accordance with the instructions set forth in such request. The Depositary shall not (i) vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities underlying a Receipt or (ii) appoint the Owner of such Receipt a proxy with respect to such Shares or Deposited Securities, other than in accordance with the instructions (or deemed instructions) from the Owner of such Receipt. If no specific voting instructions are received by the Depositary from any Owner with respect to any of the Holder Shares and Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided that no such 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 practicable in writing) that (x) the Company does not be votedwish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holder of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time in the preceding paragraph sufficiently prior to enable the Holder to date established by the Depositary for return voting of written instructions to ensure that the Depositary in will either, as the case may be, vote the Shares or Deposited Securities or appoint a timely manner. Notwithstanding the aboveproxy, and in accordance with Section 5.3 of the Deposit Agreement, provisions set forth in the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votepreceding paragraph.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, Securities the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shallat its expense, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior mail to the date Registered Holders of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: Receipts a notice which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement that the such Registered Holders of Receipts at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable provision of Indian law, the provisions of the Deposit Agreement, Deposited Securities or of the Company’s Memorandum and Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be 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 such Holder's ADSs; 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 timely receipt of written instructions request of a Registered Holder on such record date, received on or before the ADS Record Datedate 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 the provisions of the Company’s Memorandum and Articles of Association and the provisions governing Deposited Securities of the Deposited Securities, Company to vote or cause to be voted the Custodian to vote the Shares and/or other amount of Deposited Securities represented by ADSs such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. Neither For the purposes of Section 4.07 of the Deposit Agreement, in the event that the Depositary nor 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 shalland each of their nominees does not, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and the American Depositary Shares evidenced by a Receipt other than in accordance with such written instructions from Holdersthe Registered Holder , or as provided below. Shares or other 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 ADSs for which no specific voting instructions are received the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary from the for such purpose, such Registered Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to 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 a timely manner. Notwithstanding writing) that (i) the aboveCompany does not wish such proxy given, and in accordance with Section 5.3 (ii) substantial opposition exists or (iii) the rights of the Deposit Agreement, 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 liable for 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 failure matter as to carry out any instructions 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 any at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Deposited SecuritiesShares in time to vote at the meeting. In addition, or for once withdrawn from the manner in which such vote is cast or depositary facility, Shares may not be redeposited. The directors of the effect Company may decline to register the transfer of any such voteShares on certain grounds.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association Incorporation and Bylaws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law and the provisions of the Company’s 's Articles of Association Incorporation and Bylaws and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law, regulations or applicable stock exchange requirements, 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 a means 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). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADS as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, and the Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy; ) received by the Depositary from the Company, (b) a statement that the Holders at the close of business on Receipts as of the ADS Record Date will be entitled, subject to any insofar as practicable and permitted under applicable law, the provisions terms of the Deposit Agreement, Agreement and of the Bye-Laws of the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's their respective ADSs; , and (c) a brief statement as to the manner in which such instructions may be givengiven or may be deemed to have been given in accordance with the second paragraph of this Article 15 if no validly-completed instructions are received by the Depositary from a Holder of ADSs by the ADS voting cut off date set by the Depositary for such purpose. Upon the timely receipt of written instructions request of a Holder on the as of such ADS Record Date, received on or before the ADS voting cut off date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by the ADSs evidenced by such Receipt Receipt(s) in accordance with the instructions set forth in such instructionsrequest. Neither Instructions in respect of any ADS shall be deemed to have been received only if received in accordance with the terms of this Deposit Agreement. To the extent no such instructions are received by the Depositary on or before the ADS voting cut off date established by the Depositary for such purpose from holders of a sufficient number of Shares so as to enable the Company to meet its quorum requirements with respect to any such meeting of shareholders, the Depositary shall, upon the written request of the Company and at all times subject to applicable law, the terms of the Deposit Agreement, the terms and conditions of the Deposited Securities and the Company's Bye-Laws, deem such Holder to: (A) have instructed the Depositary to take such action as is necessary to cause the number of underlying Shares for which no voting instructions have been received from Holders of ADSs so as to meet applicable quorum requirements of the Company (currently 25% of the Shares of the Company) to be counted for the purposes of satisfying applicable quorum requirements; and (B) have given a power of attorney to the Depositary or the Custodian, as its nominee, to cause such equal number of Shares so counted under (A) above being counted for the purposes of establishing a quorum, with respect to any resolutions proposed by the Board of Directors of the Company within the agenda set for such meeting, to be voted at any such meeting in proportion to the voting instructions duly-received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose; provided, however that, except to the extent the Company has provided the Depositary with at least 30 days' written notice of any such meeting, the Shares shall not be so counted and shall not be so voted (proportionately to the voting instructions received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose) with respect to any matter as to which the Depositary informs the Company that the Depositary reasonably believes that with respect to any such resolution: (i) substantial opposition exists or (ii) it materially affects the rights of holders of Shares. For the purposes of this Article 15 and Section 4.8 to the Deposit Agreement, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of securities, would not materially affect the rights of holders of Shares. For the avoidance of doubt, neither the Depositary nor the Custodian shall, under any circumstances circumstances, exercise any discretion as to voting, vote any number of Shares other than an integral number thereof, or vote Shares in a manner that would be inconsistent with any applicable law and neither the Company's Bye-Laws. In the event that the Depositary, or the Custodian as its nominee, shall be deemed to have been given a power of attorney to vote the Deposited Shares in accordance with this Article 15 and Section 4.8 of the Deposit Agreement, the Depositary nor and the Custodian shall vote, attempt not be liable to exercise the right to voteCompany or any Holder or any other person in respect of, or in be deemed responsible for, any way make use acts or omissions of (or on behalf of) the Depositary, for purposes the Custodian or any of establishing a quorum its respective directors, officers or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedemployees. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary by the ADS voting cut off date set by the Depositary for such purpose. The Company agrees that it will endeavor to provide at least 30 days' prior written notice to the Depositary which will enable the timely notification of Holders as to limitations on the ability of the Depositary to vote a particular ADS according to the voting instructions received in regard to such ADS. Shares which have been withdrawn from the depositary facility and transferred on the Company's register of members to a timely manner. Notwithstanding person other than the above, and Depositary or its nominee may be voted by the holders thereof in accordance with Section 5.3 applicable law and the Company's Bye-Laws. However, Holders or Beneficial Owners of ADSs may not receive sufficient advance notice of shareholder meetings to enable them to withdraw the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to Shares and vote any of the Deposited Securities, or for the manner in which at such vote is cast or the effect of any such votemeetings.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents interests or intention to vote at any meeting or proxies from of holders of Shares or other Deposited Securities, which notice must be sent by the Company to allow for practically reasonable time for the Depositary to distribute such notice as described herein, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in distribute to Holders a timely manner notice (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: “Voting Notice”) stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable law, the provisions of Japanese law and regulations and the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisionsIncorporation, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the HDSs evidenced by such Holder's ADSs; ’s HDRs and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs the HDSs evidenced by such Receipt Xxxxxx’s HDRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to votingin respect of any Deposited Securities. The Depositary shall have no liability hereunder if the obligations above are not complied with. In particular, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which there is no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance guarantee that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the aboveDeposit Agreement or any HDR, and the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the Stock Exchange, 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). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as such instructions are delivered in accordance with Section 5.3 the manner specified in the Voting Notice. For the avoidance of doubt, if the Voting Notice specifies that voting instructions must be delivered to a specified department of the Deposit AgreementDepositary, the Depositary shall voting instructions will not be liable for any failure to carry out any instructions to vote any deemed received until such time as such specified department of the Depositary 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. To the extent permitted by the Company and the applicable provisions of Japanese law and regulations and the Articles of Incorporation, Holders may attend any meeting of holders of Shares or other Deposited Securities, or for the manner Securities but may not vote in which person at such vote is cast or the effect of any such votemeeting.

Voting of Deposited Securities. As soon as reasonably practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles Charter of Association the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Charter of Association the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 5.2 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 21 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposit Agreement, Company’s 's Memorandum and Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Jersey law, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of an integral number of ADS Units. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the Articles of Association Incorporation of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder’s ADSs evidenced by such Receipt in accordance with such instructions. To the extent the aggregate of the ADSs voted for and against a proposal do not constitute an integral multiple of ADS Units, the remainder of the aggregate number of votes received in excess of the highest multiple of an ADS Unit will be disregarded. Subject to applicable law, if the Depositary fails to timely receive voting instructions from any Holder of ADSs, or if the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, (a) the Depositary will deem such Holder to have authorized and instructed the Depositary to vote or cause to be voted the Deposited Securities represented by such Holder's ADSs in the same manner that Unvoted Shares are contemplated to be voted (as indicated on the face of the applicable Japanese Voting Card) and (b) the Depositary shall vote or cause to be voted the Deposited Securities represented by such Holder's ADSs in accordance with the foregoing clause (a). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from HoldersHolders or as otherwise contemplated herein. Shares Notwithstanding anything else contained in the Deposit Agreement or other this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities represented by ADSs for which no specific if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting instructions are received rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary from the Holder shall not be votedDepositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after (a) Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares Stock or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company as soon as practicable, fix a record date as provided in writing in a timely manner Section 4.06 (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteInstructing Holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles Constitution of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, Constitution of the Company’s Articles of Association Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission e-mail (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such voting instructions. So long as Japanese law and the Articles of Incorporation of the Company provide that votes may only be cast with respect to one or more whole Units of Shares (or other units of other Deposited Securities), the Depositary shall aggregate voting instructions, including instructions deemed given in accordance with the last sentence of this paragraph, to the extent such instructions are the same and vote such whole Units of Shares (or other units of other Deposited Securities) in accordance with the instructions. If after aggregation of all instructions to vote received or deemed received by the Depositary, any portion of the instructions constitutes instructions with respect to less than a whole Unit of Shares (or less than a whole unit of other Deposited Securities), the Depositary shall not vote or cause to be voted the Shares or other Deposited Securities to which such portion of the instructions or deemed instructions apply. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the foregoing, if (i) the Company made a request to the Depositary as contemplated by the second sentence of this Section and complied with the following paragraph of this Section, (ii) the Depositary has sought voting instruction from Holders, (iii) no instructions are received by the Depositary from a Holder with respect to an amount of Shares or other Deposited Securities represented by the Holder’s American Depositary Shares on or before the date established by the Depositary for that purpose and (iv) the Depositary has been provided with a legal opinion from the Company's Japanese counsel in form and substance reasonably acceptable to it, the Depositary shall deem that Holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Shares or other Deposited Securities, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company’s net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company’s capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ’s ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the CompanyDeposited Securities represented by the ADSs evidenced by such Holder’s Articles ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. requirements; There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after Upon receipt of any notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed requested in writing by the Company and Company, the DepositaryDepositary shall, as soon as practicable thereafter, mail to Holders as the Owners of the ADS Record Date: Receipts a notice which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement that the Holders at each Owner of Receipts as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of the Deposit Agreement, Agreement and of law and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary either (i) 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 or (ii) to irrevocably appoint such Holder's ADSs; Owner of Receipts (or any other person such Owner shall name) in respect of any meeting (including any adjourned meeting) at which holders of Shares or other Deposited Securities are entitled to vote as the Depositary’s proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of Shares or other Deposited Securities evidenced by the Receipts held by such Owner as of the close of business on the specified record date, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given under (i) above telephonically or via the Internet, and, including an express indication that instructions may be given (or deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt telephonic or written request, including requests received via the Internet, of written instructions an Owner of a Holder Receipt on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable and permitted under applicable law and either, as the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiescase may be, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes amount of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant such Receipt or, if requested in writing, to and in accordance irrevocably appoint such Owner of Receipts (or such person so named by such Owner) as the Depositary’s proxy with such written instructions from Holders. respect to the Shares or other Deposited Securities represented evidenced by ADSs for which the Receipts held by such Owner as of the close of business on the specified record date, in accordance with the instructions set forth in such request. The Depositary shall not (i) vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities underlying a Receipt or (ii) appoint the Owner of such Receipt a proxy with respect to such Shares or Deposited Securities, other than in accordance with the instructions (or deemed instructions) from the Owner of such Receipt. If no specific voting instructions are received by the Depositary from any Owner with respect to any of the Holder Shares and Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided that no such 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 practicable in writing) that (x) the Company does not be votedwish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holder of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time in the preceding paragraph sufficiently prior to enable the Holder to date established by the Depositary for return voting of written instructions to ensure that the Depositary in will either, as the case may be, vote the Shares or Deposited Securities or appoint a timely manner. Notwithstanding the aboveproxy, and in accordance with Section 5.3 of the Deposit Agreement, provisions set forth in the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votepreceding paragraph.

Voting of Deposited Securities. As soon (a) Pursuant to the provisions of Stock as practicable after set forth in the Articles of Association, holders of Stock may exercise voting rights only in respect of certain specified matters, including the reduction of capital, winding up of the Company, disposal of the whole of the property and business and undertaking of the Company and any other matters which directly affect the rights or privileges of the holders of Stock. The Stock will not have other rights unless and until preferential dividends which have been declared and due for payment, and therefore been in arrears, for more than six months and remain unpaid. Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares Stock or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company as soon as practicable, fix a record date as provided in writing in a timely manner Section 4.06 (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteInstructing Holders.

Voting of Deposited Securities. As soon (a) Pursuant to the provisions of Stock as practicable after set forth in the Articles of Association, holders of Stock may exercise voting rights only in respect of certain specified matters, including the reduction of capital, winding up of the Company, disposal of the whole of the property and business and undertaking of the Company and any other matters which directly affect the rights or privileges of the holders of Stock. The Stock will not have other rights unless and until preferential dividends which have been declared and due for payment, and therefore been in arrears, for more than six months and remain unpaid. Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares Stock or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable, fix a record date as provided in Section 4.06 of the Company in writing in a timely manner Deposit Agreement (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteInstructing Holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall shall, if so requested by the Company, fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or distribute as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles Estatutos of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be givengiven (including a statement, if applicable, that instructions may be deemed to be given to the Depositary to give a discretionary proxy to a person designated by the Company, in each case upon the terms set forth in the Deposit Agreement); provided, however that if the Company’s request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall be obligated to distribute the voting materials contemplated herein to Holders of ADSs prior to the corresponding materials having been made publicly available to the holders of shares in Mexico. Notwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, 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). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, Estatutos of the Company’s Articles of Association Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Company has timely requested the Depositary to distribute to Holders the voting materials described above, and the Depositary either (x) does not receive timely and valid voting instructions from a Holder, or (y) timely receives valid voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to that number of Deposited Securities represented by such Holder’s ADSs, except that 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 promptly in writing, if applicable) that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. Shares Subject to the rules of any securities exchange on which the ADSs or other the 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 a voting report detailing how the Depositary will vote, or cause to be voted, the Deposited Securities represented by ADSs for which no specific at such meeting. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions are have been received by in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in this Deposit Agreement or any ADR, the Depositary from the Holder shall not be votedhave any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. requirements; There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of this Deposit Agreement, the Company's constituent documents and the provisions of the Company’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. The Shares are non-voting, except in certain limited circumstances. The following provisions of this Article (17) shall apply solely in those circumstances in which the Shares are entitled to vote. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such voting instructions may be given, including a statement setting forth the action to be taken by the Depositary if voting instructions are received that fail to specify the manner in which such Holder's ADSs are to be voted. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Estatuto Social of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder that fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. There can Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be no assurance taken if so requested by the Depositary. It is understood and agreed that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will may not receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxies. Each ten (10) Shares are entitled to one vote; provided, however, that each holder of Shares is entitled to a minimum of one vote. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Inasmuch as each holder of Shares is entitled to one vote for each ten (10) Shares held and that each holder of Shares is entitled to a minimum of one vote, voting instructions may be given by Holders of ADSs only (i) in respect of even multiples of ten (10) ADSs or (ii) if the Holder holds less than ten (10) ADSs, in respect of one ADS. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written voting instructions from Holders. Shares or other If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADS for which no specific voting instructions are received by the Depositary from the Holder Holders shall not be voted. Under Finnish law and the Company's Articles of Association, it is a precondition for exercising any voting rights that a Holder is registered in the Company's register as a shareholder at least ten days prior to the date of the meeting and gives notice of his intention to attend the meeting, in person or by power of attorney, not later than a date specified in the notice convening the meeting. Pursuant to these requirements, Holders will be entitled to instruct the Depositary to request the Custodian to cause the equivalent underlying Shares to be registered in the Finnish Book-Entry Securities System in the name of the Holder and to give notice to the Company of the Holder's intention to attend the meeting and to vote the Shares at such meeting in person or by proxy. Upon receipt of timely instructions to that effect from, and satisfaction of all conditions established by the Depositary for such purposes by, a Holder as of the ADS Record Date, the Depositary shall (i) instruct the Custodian to register the Shares representing such Holder's ADSs in the name of such Holder for the purpose of enabling the Holder to vote the Shares represented by the Holder's ADSs, (ii) provide notice to the Company of such Holder's intent to attend the meeting in person or by power of attorney, (iii) vote, or cause the Custodian to vote, the Deposited Securities in accordance with the instructions of the Holder, (iv) instruct the Custodian to re-register the Shares in the name of the Custodian, the Depositary or their respective nominees upon the conclusion of the meeting, and (v) to the extent the ADSs were immobilized with the Depositary, return the ADSs to the Holder thereof upon receipt of notice of re-registration from the Custodian. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix shall, subject to applicable law and the ADS Record Date Company's Articles of Association, mail to Holders (for forwarding to beneficial owners) a notice (the "Notice") (a) containing such information as is contained in respect of such meeting the notice or solicitation of such consent or proxy. The Depositary shall, if requested sent by the Company in writing in a timely manner to the Depositary, (b) stating that each Holder on the Depositary having no obligation to take any further action if the request shall not have been received record date set by the Depositary at least 30 days prior therefore pursuant to Section 4.9 hereof will be entitled subject to all applicable provisions of law, including any laws of Germany, the date Articles of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission Association (or as otherwise agreed by Satzung) of the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other whole number of Deposited Securities represented by underlying such Holder's ADSs; American Depositary Shares, and (c) a brief statement as to specifying the manner in which such instructions may be given, including an express indication that, if no instructions are received by the Depositary in the manner and on or before the date established by the Depositary for such purpose, instructions may be deemed given, in accordance with the last sentence of this paragraph, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as is practicable and permitted under applicable law law, the Company's Articles of Association (Satzung) and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by underlying such Receipt Holder's American Depositary Shares in accordance with such instructions. Neither Upon the request of a Holder who has not previously given instructions to the Depositary nor after receipt of the Custodian shall, under any circumstances exercise any discretion Notice as to votingthe exercise of voting rights pertaining to the Deposited Securities underlying such Holder's American Depositary Shares, and neither subject to compliance with any reasonable regulations the Depositary nor may establish, the Custodian Depositary will endeavor to provide such Holder (or a person designated by such Holder) with the documentation necessary to attend a meeting of holders of Deposited Securities. The Depositary shall vote, attempt not vote or cause 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 be voted Deposited Securities represented by ADSs except pursuant to and other than in accordance with such written instructions received from Holders. Holders of American Depositary Shares or other Deposited Securities represented by ADSs for which deemed to have been received from such Holders in accordance with the last sentence of this paragraph. If no specific voting instructions are received by the Depositary from a Holder with respect to some or all of the Holder Deposited Securities underlying such Holder's American Depositary Shares in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the deem such Holder to return 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 no such 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 practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Deposited Securities pursuant to this Section 4.8, it will have on deposit under this Agreement the number of Deposited Securities with respect to which it has received voting instructions from Holders. In the event that, on any such date, the number of Deposited Securities on deposit under the Agreement is less than the number of Deposited Securities with respect to which the Depositary in a timely manner. Notwithstanding has received voting instructions, the above, and Depositary shall vote or cause to be voted such Deposited Securities in accordance with such instructions adjusting the number of Deposited Securities voted on a pro rated basis. The Depositary shall use its best efforts to vote or cause to be voted Shares or other Deposited Securities underlying Receipts in accordance with instructions or deemed instructions received from Holders in accordance with this Section 5.3 of the Deposit Agreement4.8; provided, however, that the Depositary shall not be liable responsible for any failure to carry out any instructions or deemed instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. Nothing in this Deposit Agreement shall be construed to grant a Holder any voting rights with respect to Deposited Securities to which, by their terms, voting rights do not otherwise attach.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix shall, at the ADS Record Date request of the Company, mail to Holders (for forwarding to Beneficial Owners) a notice (the "Notice") (a) containing such information as is contained in respect of such meeting the notice or solicitation of such consent or proxy. The Depositary shall, if requested sent by the Company in writing in a timely manner (to the Depositary having no obligation to take and any further action if solicitation materials, (b) stating that each Holder on the request shall not have been received record date set by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitledtherefor, subject to any applicable law, law and the provisions of the Deposit Agreement, the Company’s Companys Articles of Association and the provisions of or governing Deposited Securities (which provisionsAssociation, if any, shall will be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities underlying such Holders ADRs, (c) specifying how and when such instructions may be given, (d) a statement that, if no voting instructions are received on or before the date established by the Depositary for such purpose, a Holder will be deemed to have instructed the Depositary to give a proxy to the Custodian with respect to the Shares or other Deposited Securities represented to vote such Shares or other Deposited Securities in accordance with Section 135 of the German Stock Corporation Act, (e) a copy of the voting recommendation (the "Recommendation") prepared by such Holder's ADSs; the Custodian in accordance with Section 128(2) of the German Stock Corporation Act, together with an English translation thereof and (cf) a brief statement as that at the written request and expense of a Holder, and subject to compliance with any reasonable requirements the manner Depositary may establish (which may include the deposit of such Holders ADSs in which a blocked account or the restriction of transfers of such instructions may be givenHolders ADRs), the Depositary will provide such Holder with the documentation necessary to enable such Holder to attend such meeting. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Companys Articles of Association and the provisions of the or governing Deposited Securities, (i) to vote or cause to be voted the Custodian to vote the Shares and/or other amount of Deposited Securities represented by ADSs evidenced by underlying such Receipt Holders ADRs in accordance with such instructions. Neither instructions or (ii) upon the request of a Holder who has not previously given instructions as to the exercise of voting rights pertaining to the amount of Deposited Securities underlying such Holders ADRs, and subject to compliance with any reasonable regulations the Depositary nor may establish (which may include the Custodian shalldeposit or blocking of transfers of such Holders ADRs), under any circumstances exercise any discretion as to votingprovide such Holder (or a person designated by such Holder) with the documentation necessary to attend a meeting of holders of Deposited Securities. The Depositary shall not vote or cause to be voted Deposited Securities, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and than in accordance with such written instructions received from HoldersHolders of ADRs (or deemed to have been received as set forth in the next paragraph). Shares or other Deposited Securities represented by ADSs for which Subject to the following paragraph, if no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder (to whom appropriate notice was sent by the Depositary) with respect to the Deposited Securities underlying such Holders ADRs on or Beneficial Owner in particular will receive before the date established by the Depositary for such purpose and such Holder has not given appropriate notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding that it intends to attend and vote at the abovemeeting, such Holder will be deemed, and the Depositary will deem such Holder, to have instructed the Depositary to give a proxy to the Custodian with respect to such Shares or other Deposited Securities to vote such Shares or other Deposited Securities in accordance with Section 5.3 135 of the Deposit German Stock Corporation Act. Anything in this Agreement to the contrary notwithstanding, in the event that the Custodian fails to supply the Recommendation to the Depositary at least twenty-one (21) calendar days prior to any meeting of holders of Shares or other Deposited Securities with respect to which the Depositary has received notice from the Company pursuant to the Agreement, the Depositary will mail the notice without such Recommendation (and without reference to any proxy to be given to the Custodian) to the Holders as hereinabove provided, and, thereafter, in any case in which no specific voting instructions have been received by the Depositary from a Holder on or before the date established by the Depositary upon which voting instructions must be received with respect to the Deposited Securities underlying such Holders ADRs, no votes will be cast at such meeting with respect to such Deposited Securities. The Depositary shall not endeavor to ensure that on any date on which it votes or causes to be liable for voted Shares or other Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Agreement the number of Shares or other Deposited Securities with respect to which it has received voting instructions (or deemed voting instructions) from Holders. In the event that, on any failure to carry out any instructions to vote any such date, the number of the Shares or other Deposited Securities, as the case may be, on deposit under the Agreement is lower than the number of Shares or for other Deposited Securities with respect to which the manner Depositary has received voting instructions (or deemed voting instructions), the Depositary shall vote such Shares or other Deposited Securities in which accordance with such vote is cast instructions (or deemed voting instructions) adjusting the effect number of any such votesecurities voted on a pro- rated basis.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at meeting being a typical timeframe for delivery of such notice to the Company's expense Depositary) and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by such notice or solicitation statement, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s this Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with the manner of the voting instructions set forth in such notice or solicitation statement. Unless otherwise stated in the notice or solicitation statement, such vote may be either on a show of hands, in which case the Custodian shall be instructed to vote the Deposited Securities in accordance with the voting instructions received from a majority of Holders giving voting instructions, or by poll, in which case the Custodian shall be instructed to vote in accordance with the voting instructions received from the Holders giving voting instructions. Unless specifically instructed by at least three (3) Holders of ADSs representing not less than 10% of the total voting rights of all Holders of ADSs having the right to vote at such meeting, the Depositary may not join in demanding a poll. Under the Articles of Association of the Company (as in effect on the date hereof), a poll may be demanded at any general meeting by the chairman of the meeting, by at least three (3) members present in person or by proxy and having the right to vote at the meeting, or by a member or members present in person or by proxy holding Shares conferring a right to vote at the meeting, being Shares on which the aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the Shares conferring that right. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. Unless the Company requests in writing to the contrary, if the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at such meeting. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy; ) received by the Depositary from the Company, (b) a statement that the Holders at the close of business on Receipts as of the ADS Record Date will be entitled, subject to any insofar as practicable and permitted under applicable law, the provisions terms of the Deposit Agreement, Agreement and of the Bye-Laws of the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's their respective ADSs; , and (c) a brief statement as to the manner in which such instructions may be givengiven or may be deemed to have been given in accordance with the second paragraph of this Article 15 if no validly-completed instructions are received by the Depositary from a Holder of ADSs by the ADS voting cut off date set by the Depositary for such purpose. Upon the timely receipt of written instructions request of a Holder on the as of such ADS Record Date, received on or before the ADS voting cut off date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by the ADSs evidenced by such Receipt Receipt(s) in accordance with the instructions set forth in such instructionsrequest. Neither Instructions in respect of any ADS shall be deemed to have been received only if received in accordance with the terms of this Deposit Agreement. To the extent no such instructions are received by the Depositary on or before the ADS voting cut off date established by the Depositary for such purpose from holders of a sufficient number of Shares so as to enable the Company to meet its quorum requirements with respect to any such meeting of shareholders, the Depositary shall, upon the written request of the Company and at all times subject to applicable law, the terms of the Deposit Agreement, the terms and conditions of the Deposited Securities and the Company's Bye-Laws, deem such Holder to: (A) have instructed the Depositary to take such action as is necessary to cause the number of underlying Shares for which no voting instructions have been received from Holders of ADSs so as to meet applicable quorum requirements of the Company (currently 50% of the Shares of the Company) to be counted for the purposes of satisfying applicable quorum requirements; and (B) have given a power of attorney to the Depositary or the Custodian, as its nominee, to cause such equal number of Shares so counted under (A) above being counted for the purposes of establishing a quorum, with respect to any resolutions proposed by the Board of Directors of the Company within the agenda set for such meeting, to be voted at any such meeting in proportion to the voting instructions duly-received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose; provided, however that, except to the extent the Company has provided the Depositary with at least 30 days' written notice of any such meeting, the Shares shall not be so counted and shall not be so voted (proportionately to the voting instructions received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose) with respect to any matter as to which the Depositary informs the Company that the Depositary reasonably believes that with respect to any such resolution: (i) substantial opposition exists or (ii) it materially affects the rights of holders of Shares. For the purposes of this Article 15 and Section 4.8 to the Deposit Agreement, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of securities, would not materially affect the rights of holders of Shares. For the avoidance of doubt, neither the Depositary nor the Custodian shall, under any circumstances circumstances, exercise any discretion as to voting, vote any number of Shares other than an integral number thereof, or vote Shares in a manner that would be inconsistent with any applicable law and neither the Company's Bye-Laws. In the event that the Depositary, or the Custodian as its nominee, shall be deemed to have been given a power of attorney to vote the Deposited Shares in accordance with this Article 15 and Section 4.8 of the Deposit Agreement, the Depositary nor and the Custodian shall vote, attempt not be liable to exercise the right to voteCompany or any Holder or any other person in respect of, or in be deemed responsible for, any way make use acts or omissions of (or on behalf of) the Depositary, for purposes the Custodian or any of establishing a quorum its respective directors, officers or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedemployees. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder to return voting instructions to the Depositary by the ADS voting cut off date set by the Depositary for such purpose. The Company agrees that it will endeavor to provide at least 30 days' prior written notice to the Depositary which will enable the timely notification of Holders as to limitations on the ability of the Depositary to vote a particular ADS according to the voting instructions received in regard to such ADS. Shares which have been withdrawn from the depositary facility and transferred on the Company's register of members to a timely manner. Notwithstanding person other than the above, and Depositary or its nominee may be voted by the holders thereof in accordance with Section 5.3 applicable law and the Company's Bye-Laws. However, Holders or Beneficial Owners of ADSs may not receive sufficient advance notice of shareholder meetings to enable them to withdraw the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to Shares and vote any of the Deposited Securities, or for the manner in which at such vote is cast or the effect of any such votemeetings.

Voting of Deposited Securities. As soon as practicable after Upon receipt of notice of any meeting at which the of holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Ordinary Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable thereafter, fix a record date for determining the Company Holders entitled to give instructions for the exercise of voting rights as provided in writing in a timely manner (the Depositary having no obligation to take any further action if the request Section 4.07 and shall not have been received by the Depositary at least 30 days prior mail to the date Holders of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record DateReceipts a notice which shall contain: (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement statement, in a form provided by the Company, that the Holders of Receipts at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, law of the Company’s Republic of Singapore and of the Articles of Association and of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Ordinary Shares or other Deposited Securities represented evidenced by such Holder's ADSs; their respective Receipts, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company. Upon the timely receipt of written instructions request of a Holder of a Receipt on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause to be voted the Custodian to vote the Ordinary Shares and/or or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. Neither The Depositary agrees not to vote the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Ordinary Shares or other Deposited Securities represented evidenced by ADSs except pursuant to and in accordance with such written a Receipt unless it receives instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteReceipt.

Voting of Deposited Securities. As as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least 30 days prior to the date of such vote or meetingDepositary), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced as follows: In the event voting takes place at a shareholders' meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such the voting instructions received from a majority of Holders of ADSs who provided voting instructions. In the event voting takes place at a shareholders' meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. In the event of voting by poll, Deposited Securities for which no timely voting instructions have been received will not be voted (but all Deposited Securities will be represented at the meeting for quorum purposes if any timely voting instructions have been received from Holders of ADSs). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in this Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights relating to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association constituent documents and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. In the event that the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder 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, however, that 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares. The Depositary has been advised by the Company that under Bermuda law and the Company's constituent documents, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Company's constituent documents, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. In the Deposit Agreement the Company has agreed that it will endeavor to provide the Depositary with no less than 30 days’ prior written notice of any meeting of holders of Shares. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. The Shares are non-voting, except in certain limited circumstances. The following provisions of this Article (17) shall apply solely in those circumstances in which the Shares are entitled to vote. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such voting instructions may be given, including a statement setting forth the action to be taken by the Depositary if voting instructions are received that fail to specify the manner in which such Holder's ADSs are to be voted. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Estatuto Social of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder that fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. There can Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be no assurance taken if so requested by the Deposit. It is understood and agreed that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will may not receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall (a) fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shallproxy in accordance with Section 4.7 hereof, (b) if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic transmission (mail or as otherwise may be agreed by between the Company and the Depositary), unless otherwise agreed Depositary in writing by the Company and the Depositary, from time to time) or otherwise distribute to Holders as of the ADS Record Date: (aA) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (i) such information as is contained in such notice of meeting or solicitation of consent or proxy; , and (bii) a statement that the Holders at as of the close of business in New York on a record date established by the ADS Record Date Depositary pursuant to the terms of this Deposit Agreement will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, French law and the Company’s Articles of Association 's by-laws and the provisions terms of or governing the Deposited Securities (which provisions, if any, shall will be summarized in pertinent part by the CompanyCompany and provided to the Depositary for inclusion in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other amount of Deposited Securities represented by such Holder's ADSs; American Depositary Shares, (B) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") setting forth, inter alia, the date established by the Depositary for the receipt of such Voting Instruction Card (the "Cut-off Date") and (cC) copies or summaries in English of any materials provided by the Company for the purpose of enabling such Holders to give instructions for the exercise of such voting rights, including an express indication that, if no instruction is received from any Holder or a brief statement as to the manner in which such Holder’s Voting Instruction Card is not properly completed, instructions may be givengiven or deemed given to the Depositary to provide a discretionary proxy (procuration en blanc) to a person designated by the Company. Voting instructions may be given only in respect of a number of ADSs representing a whole number of Shares. Upon receipt by the timely receipt of written instructions Depositary from a Holder of a Holder properly completed Voting Instruction Card on or before the ADS Record Cut-off Date, the Depositary shall endeavorwill, endeavor to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions, insofar as practicable and permitted under any applicable provisions of French law and the provisions of the Company’s Articles of Association and by-laws. Subject to the provisions of next paragraph hereof, the Deposited SecuritiesDepositary will only vote, or cause to be voted, or attempt to exercise the right to vote or cause that attaches to, Shares represented by ADSs in respect of which a properly completed Voting Instruction Card has been received. If the Custodian Depositary timely receives a signed Voting Instruction Card from a Holder which fails to specify the manner in which the Depositary is to vote the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced on one or more matters at a meeting or a Holder does not return a Voting Instruction Card, to the extent not prohibited by applicable law, rule or regulation (as confirmed by the Company's counsel to the Depositary prior to each meeting), such Receipt Voting Instruction Card shall constitute, or in accordance the case of a Holder not providing a Voting Instruction Card, such failure to provide such Voting Instruction Card shall constitute, a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors; provided, however that no such procuration en blanc shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such instructionsinformation promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. According to French law, voting rights may not be exercised in respect of fractional shares. Under French law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the resolutions presented by the Board of Directors to the shareholders for their approval. In such case, Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this Section 4.8 as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit Agreement or the ADR. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs Notwithstanding the above, save for which no specific voting instructions are received by applicable provisions of French law, and in accordance with the terms of Section 5.3, the Depositary from the Holder shall not be votedliable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, manner or for the manner in which such vote is cast or the effect of any such voteat all.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)'s estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such vote.changes in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders. J.X. Xxxxxx

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date a record date in respect of such meeting or solicitation for the giving of instructions for voting such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request proxy and shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Datea notice which shall contain: (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement statement, in a form provided by the Company, that the Holders at the close of business on the ADS Record Date specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreementlaws of England and Wales, the Company’s Articles of Association the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs evidenced by their respective Receipts, and (c) a brief statement as to the manner in which such instructions may be givengiven including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person or persons designated by the Company. Upon the timely receipt of the written instructions request of a Holder (an "Instructing Holder") on the ADS Record Date, such record date the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. Neither In the event a poll is duly demanded and if no instructions are received, the Depositary nor will deem, unless otherwise requested by the Custodian shallCompany and unless otherwise provided for in the Deposit Agreement, under such Holders to have instructed the Depositary to give a discretionary proxy to the person designated by the Company; provided, however, no discretionary proxy shall be given with respect to any circumstances exercise any discretion proposition as to votingwhich the Depositary has actual knowledge which (i) involves any solicitation of opposing proxies or other substantial opposition, or (ii) authorizes a merger, consolidation, or any other matter which may materially affect the rights and privileges of the holders of Shares or the Holders. Unless specifically instructed by at least five Holders or Holders representing not less than 10% of the total voting rights of all Holders having the right to vote at such meeting, the Depositary shall not join in demanding a poll and, in such case, the Depositary shall follow the instructions of the Instructing Holders holding Receipts evidencing a majority of the ADSs held by all Instructing Holders. Subject to the previous paragraph, neither the Depositary nor the Custodian shall 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 the Shares or other Deposited Securities represented by ADSs except pursuant to and evidenced by a Receipt other than in accordance with such written instructions from Holdersinstructions. In accordance with the Articles and the Companies Act, failure by a Holder, or a person holding an interest in Shares or other through a Holder, to comply with the Company's request for information of the nature referred to in article (8) may result, inter alia, in withdrawal of the voting rights of the Shares underlying the Receipts held by that Xxxxxx and thus of the rights described in this article (14) to direct the voting of Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which underlying such vote is cast or the effect of any such voteReceipts.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as A-9 contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting at which the of holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary Securities at least 30 thirty (30) days prior to the date of such vote or the meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed if so requested in writing by the Company in a timely manner and provided that the Depositary, upon consultation with the Company, has determined that the solicitation of votes, consents or proxies from Holders of ADSs is lawful and reasonably practicable, the Depositary shall, as soon as practicable thereafter, establish the ADS Record Date and distribute to the Holders as of the ADS Record Date: Date (a) such a summary in English or an English version of the notice of such meeting or solicitation of consent or proxy; received from the Company, (b) a statement in a form provided or agreed to by the Company that the Holders at as of the close of business on the ADS Record Date will be entitled, subject to the terms of the Depositary Agreement and any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Statuts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companyin such statement), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented (subject to the restrictions detailed below) on or before the response date established by the Depositary for such Holder's ADSs; purposes and specified in the notice to Holders (the "Response Date"), and (c) a brief statement as any other documents in English provided by the Company for the purpose of enabling such Holders to exercise the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions voting rights of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote."

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxies. Each ten (10) Shares are entitled to one vote; provided, however, that each holder of Shares is entitled to a minimum of one vote. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Inasmuch as each holder of Shares is entitled to one vote for each ten (10) Shares held and that each holder of Shares is entitled to a minimum of one vote, voting instructions may be given by Holders of ADSs only (i) in respect of even multiples of ten (10) ADSs or (ii) if the Holder holds less than ten (10) ADSs, in respect of one ADS. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written voting instructions from Holders. Shares or other If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADS for which no specific voting instructions are received by the Depositary from the Holder Holders shall not be voted. Under Finnish law and the Company’s Articles of Association, it is a precondition for exercising any voting rights that a Holder is registered in the Company’s register as a shareholder at least ten days prior to the date of the meeting and gives notice of his intention to attend the meeting, in person or by power of attorney, not later than a date specified in the notice convening the meeting. Pursuant to these requirements, Holders will be entitled to instruct the Depositary to request the Custodian to cause the equivalent underlying Shares to be registered in the Finnish Book-Entry Securities System in the name of the Holder and to give notice to the Company of the Holder’s intention to attend the meeting and to vote the Shares at such meeting in person or by proxy. Upon receipt of timely instructions to that effect from, and satisfaction of all conditions established by the Depositary for such purposes by, a Holder as of the ADS Record Date, the Depositary shall (i) instruct the Custodian to register the Shares representing such Holder’s ADSs in the name of such Holder for the purpose of enabling the Holder to vote the Shares represented by the Holder’s ADSs, (ii) provide notice to the Company of such Holder’s intent to attend the meeting in person or by power of attorney, (iii) vote, or cause the Custodian to vote, the Deposited Securities in accordance with the instructions of the Holder, (iv) instruct the Custodian to re-register the Shares in the name of the Custodian, the Depositary or their respective nominees upon the conclusion of the meeting, and (v) to the extent the ADSs were immobilized with the Depositary, return the ADSs to the Holder thereof upon receipt of notice of re-registration from the Custodian. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)’s expense, unless otherwise agreed in writing by the Company and the DepositaryDepositary and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery, or by electronic transmission, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that the Depositary i) timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or ii) if no instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder 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, however, that 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 (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Cayman Islands law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least 30 days prior to the date of such vote or meetingDepositary), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given, including an indication that Holders for which the Depositary has not timely received specific voting instructions will be deemed, and the Depositary shall deem such Holders, to have given a proxy to a person designated by the Company to vote the Deposited Securities represented by such Holders' ADSs (unless the Company informs the Depositary otherwise) in favor of the motions and recommendations of the Board of Directors of the Company. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law, regulations or applicable stock exchange requirements, 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 a means 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). Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written the voting instructions timely received from HoldersHolders or as otherwise contemplated herein. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are timely received by the Depositary from the Holder shall be voted in favor of all motions or recommendations of the Board of Directors of the Company; provided, that no such Deposited Securities represented by ADSs shall be so voted or deemed to be represented at the meeting with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such Deposited Securities represented by ADSs voted. On the business day following the date fixed by the Depositary as the last date for delivery of voting instructions, the Depositary shall give notice to the Company of (a) the voting instructions received by the Depositary from the Holders and (b) the ADSs (and the Deposited Securities represented thereby) with respect to which no specific voting instructions from Holders have been timely received, in each case, as of the close of business as of such fixed date. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be votedtaken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix will, as soon as practicable thereafter, mail to the ADS Record Date in respect Holders of Receipts (i) an English version of the notice of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested sent by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (bii) a statement that the Holders at Holders, as of the close of business on a record date, established by the ADS Record Date Depositary pursuant to the Deposit Agreement will be entitled, subject to any applicable law, provision of French company law and the provisions Statuts of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s American Depositary Shares, and (ciii) a brief statement as summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Holders to the manner in which exercise such instructions may be givenvoting rights by means of voting by mail (formulaire de vote par correspondance) or proxy. Upon the timely Depositary’s receipt from any Holder of written instructions of either a Holder formulaire de vote par correspondance or procuration en blanc (a proxy for management to vote on such Holder’s behalf), duly completed and executed, on or before the ADS Record Dateresponse date established by the Depositary for such purposes, the Depositary shall endeavor, insofar will forward such materials or documents as soon as practicable and permitted under applicable to the Custodian. In accordance with French company law and the provisions Statuts of the Company’s Articles , a precondition for exercising any voting rights is that, in the case of Association a holder of Shares in registered form, such holder be registered in the share register of the Company at least five days 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 for the meeting, at least five days prior to the date of the meeting. Pursuant to these requirements, a Holder of a Receipt representing Shares in registered form that desires to exercise its voting rights is required to (a) be registered in the share register of the Company and (b) instruct the Depositary to request that the Custodian deposit the formulaire de vote par correspondance or the procuration en blanc; with the Company, at least five days prior to the date of the shareholders’ meeting. Pursuant to these requirements, a Holder of a Receipt representing Shares in bearer form that desires to exercise its voting rights is required to (a) deposit its Receipt or Receipts in a blocked account with the Depositary until the completion of such meeting and (b) instruct the Depositary to (i) furnish the Custodian with the name and address of such Holder and the provisions amount of American Depositary Shares represented by Receipts held by such Holder, (u) notify the Custodian of such deposit, (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 certificate together with the formulaire de vote par correspondance or the procuration en blanc with the Company at least five days prior to the date of the Deposited Securities, meeting and give notice to vote or cause the Custodian Company of such Holder’s intention to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructionsvote. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise Each Share represents the right to votecast one vote at shareholders’ meetings; provided, or however, that, pursuant to the Statuts of the Company, each Share held in any way make use ofregistered form in the name of the same shareholder for a period of at least three years as from January 1, 1994 will have the right to cast two votes at shareholders’ meetings. Holders of Receipts representing Shares in registered form may be entitled to such double voting rights with respect to such number of Shares represented by American Depositary Shares evidenced by Receipts held by them which have been registered in such Holder’s name on the Depositary’s books for purposes a period of establishing a quorum or otherwise at least three years as determined by the Depositary. The Depositary agrees not to cause to be voted the Shares or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt if it does not receive the above-referenced materials or documents from the Holder of such Receipt in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votethis paragraph (13).

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior as soon as practicable thereafter and to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions existextent permitted by law, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by to the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) a copy of such notice of meeting or solicitation of consent or proxy; and (b) a statement that the Holders at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable lawprovisions of English law and of the Memorandum, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other amount of Deposited Securities represented by such Holder's ADSs; underlying 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 instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions request of a Holder as of such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securities, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes amount of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and underlying such American Depositary Shares in accordance with any nondiscretionary instructions set forth in such request; provided, however, that the Depositary, unless specifically instructed by the Holder, shall not demand a poll. The Depositary shall not vote the Deposited Securities underlying a Receipt except in accordance with written instructions from Holdersthe Holder of such Receipt. In accordance with the Articles and English law, failure by a Holder, or a person holding an interest in Shares or other through a Holder, to comply with the Company's request for information of the nature referred to in Section 3.04 may result, inter alia, in withdrawal of the voting rights of the Shares underlying the Receipts held by that Holder and thus the rights described in this Section 4.07 to direct the voting of Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which underlying such vote is cast or the effect of any such voteReceipts.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; 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 last sentence of the paragraph below if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act pursuant to Section 4.9 of the Deposit Agreement and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those ADSs and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that 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 (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable in the Holder to return voting instructions preceding paragraph sufficiently prior to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.instruction cutoff date to

Voting of Deposited Securities. The Shares are non-voting, except in certain limited circumstances. The following provisions of this Article (17) shall apply solely in those circumstances in which the Shares are entitled to vote. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such voting instructions may be given, including a statement setting forth the action to be taken by the Depositary if voting instructions are received that fail to specify the manner in which such Holder’s ADSs are to be voted. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Estatuto Social of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder that fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. There can Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be no assurance taken if so requested by the Depositary. It is understood and agreed that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will may not receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.