Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this the Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 of the Deposit Agreement and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company (or, and if requested by the Company, a summary in English of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatuto Social, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under Brazilian law and the Estatuto Social, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, Company as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company (or, and if requested by the Company, a summary in English of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatuto Social, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under Brazilian law and the Estatuto Social, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as As of the date of this Deposit Agreement, the Shares do not give the holders thereof any voting rights. If in the future, the terms of the Shares are entitled should be revised or amended to vote only in limited circumstances. Holders provide for voting rights, or should such Shares obtain voting rights on account of Deposited Securities (including Owners) are not entitled to attend the occurrence of any event or address meetings of shareholders at which they are not entitled to vote. Upon change, then, upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatuto of the Issuer and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that that, if no instruction is received, the Depositary does not receive instructions, it may deem such Owner instructions to have instructed been given under the Depositary penultimate sentence of this paragraph to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares a Receipt on such that record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under applicable laws and the provisions of the Estatuto of the Issuer and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or as provided in deemed received under the following sentence. If (i) the Company notified Issuer made a request to the Depositary as contemplated by the second sentence of this Section 4.07 and complied with the shareholders’ meeting and requested the Depositary to act under the first sentence following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from any an Owner with respect to a number an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s American Depositary Shares Receipts on or before the Instruction Datedate established by the Depositary for that purpose, the Depositary shall deem that Owner to have instructed the Depositary toto give, and the Depositary shallshall give, give a discretionary proxy to a person designated by the Company Issuer with respect to that number amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company Issuer does not wish such proxy givento 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 The Depositary shall not, and the Depositary shall ensure that Owners generally the Custodian or any Owner in particular of its nominees shall not, exercise any voting discretion over any Deposited Securities. If the Issuer will receive request the notice described in Depositary to act under the preceding paragraph sufficiently paragraph, the Issuer shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than the minimum number of days required by Brazilian law (including the regulations of the CVM) or the rules of the Brazilian Stock Exchange prior to the Instruction Date to ensure that the Depositary will vote the Shares meeting date or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares date for giving such proxies 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07consents.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, shall as soon as practicable thereafterthereafter and, to the extent permitted by law, mail to the Owners Holders a notice, the form of notice which notice shall be in the sole discretion of the Depositary, which shall will contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of Holders at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Mexican law and of the EstatutosArticles and the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective the American Depositary Shares evidenced by their respective Receipts and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person or persons designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner a Holder of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares in accordance with the instructions set forth in evidenced by such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than Receipt in accordance with such instructions or as provided in the following sentenceinstructions. If (i) the Company notified the The Depositary of the shareholders’ meeting and requested the Depositary agrees not to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules amount 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 Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by a Receipt unless it receives instructions from the Holder of such Receipts at such meetingReceipt. Delivery of instructions will be made at In accordance with the expense Articles and Scots law, failure by a Holder, or a person holding an interest in Shares through a Holder, to comply with the Company’s request for information of the Company provided that payment nature referred to in paragraphs (20) and (21) may result, inter alia, in withdrawal of such expense shall not be a condition precedent the voting rights attaching to the obligations Shares underlying the Receipts held by that Holder and thus of the Depositary under rights described in this Section 4.07paragraph to direct the voting of Deposited Securities underlying such Receipts.

Voting of Deposited Securities. Under The Shares do not presently entitle the Company's bylaws as holders thereof to vote, except in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in certain limited circumstances. Holders Only in those circumstances, or in the event that in the future the Shares entitle the holders thereof to voting rights in general, would the following provisions of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to votethis Section 4.07 apply. Upon receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or if requested by the Company a summary in English of such information provided by the Company), and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law Brazilian law, the Charter and the provisions of the EstatutosDeposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary may to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, in so far as practicable and permitted under Brazilian law, the Charter and the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If no instructions are received by the Depositary from any owner with respect to any of the 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 Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, shall give a discretionary proxy to a person designated by the Company with respect to that number of vote such Deposited Securities, except ; 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and or adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange or automated inter-dealer quotation system on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or quoted, the Depositary shall deliver, at least two business days 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 SecretaryChief Financial Officer, copies of all instructions received from Owners owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Section.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary and shall comply with any applicable provisions of Chilean law of which the Company has notified the Depositary that govern the form of such notice, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and together with a summary in English of such information provided by the Company, (b) a statement that the Owners Holders as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Chilean law and of the EstatutosEstatutos and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and Shares, (c) a statement as to the manner in which such instructions may be given, including an express indication that such instructions will be deemed given in accordance with the next paragraph if no instruction is received, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to the Chairman of the Board of Directors of the Company (or to a person designated by the Company with respect to such Deposited SecuritiesChairman). Upon the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instruction. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner Holder with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Holder’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner such Holder to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to the Chairman of the Board of Directors of the Company (or to a person designated by the Company Chairman) with respect to that number of such Deposited Securities and the Depositary shall give such a discretionary proxy to vote such Deposited Securities; provided, 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 Chairman of the Board of Directors of the Company (or his/her designee) does not wish such proxy given; and provided, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance further, however, that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities shall in accordance with such event be counted for the provisions set forth in purpose of satisfying applicable quorum requirements unless the preceding paragraph. Subject to Chairman of the rules Board 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 Owners 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 Directors of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07(or his/her designee) determines otherwise.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date (established pursuant to Section 4.6 hereof) will be entitled, subject to any applicable provision of Mexican Chilean law and of the EstatutosEstatutos of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a 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 next to the last sentence of this Section 4.7 if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentenceinstructions. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the president of the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to the president of the Company to vote such Deposited Securities, except 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, if applicable) that (xa) the president of the Company does not wish such proxy given, (y) substantial opposition exists given or (zb) such matter materially and adversely affects the rights of holders of the Shares. There can be no assurance that Owners generally If any requirement of Chilean law, of the Estatutos of the Company, or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares Shares, other Deposited Securities, Receipts 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 Owners 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 thereby are listed, does not permit the Depositary to vote (or to vote on any particular matter) in accordance with instructions will be made at received from Owners or in accordance with a deemed discretionary proxy, the expense of the Company provided that payment of such expense Depositary shall not be a condition precedent to vote the obligations of the Depositary under this Section 4.07Shares or other Deposited Securities.

Voting of Deposited Securities. Under the Company's bylaws as in effect as by-laws, Holders of the date of this Deposit Agreement, holders of Shares 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 (including Owners) 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. Upon As soon as practicable after receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, shall (to the extent permitted by law) mail to the Owners Holders a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain containing (a) such information as is contained in such notice (or if requested by the Company, a summary of meetingsuch information provided by the Company), and (b) a statement that the Owners as of each Holder at the close of business on a specified record date will be entitled, subject to any applicable provision the provisions of Mexican law and of the Estatutosor governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective the American Depositary Shares evidenced by such Holders' Receipts, and (c) a 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 written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary may shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant 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 in accordance with any instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If no 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 Owner Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), Securities and the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 vote such Deposited Securities, except 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, if applicable) 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, at least two business days 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07Section. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in previously provided to the sole discretion of the DepositaryCompany for its review and comment, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and the Estatuto Social of the EstatutosCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under applicable law, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares evidenced in accordance with the instructions set forth in such that request. The Neither the Depositary nor the Custodian shall not vote or attempt under any circumstances exercise any discretion as to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentencevoting. If (i) the Company notified the Depositary of the shareholders’ meeting and has requested the Depositary to act send a notice under paragraph (a) above and has provided the first sentence Depositary at least 30 days' prior notice of this Section 4.07 any such meeting and the details concerning the matters to be voted upon and (ii) no instructions are received by the Depositary from any an Owner with respect to a number matter and an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number matter and the amount of Deposited SecuritiesSecurities represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in this Section 4.07. In order to give Owners a reasonable opportunity to instruct the preceding paragraphDepositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date or date for giving such proxies or consents. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver to the Company, at least two three City of Osasco business days prior to the date of such meeting, the Depositary shall if requested by the Company deliver to the Company, to the attention a meeting of its Secretaryholders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote, vote or cause to be voted, the voted Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such that meeting. Delivery of instructions will be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican the United Kingdom law and of the EstatutosArticles of Association and By-laws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthereafter and to the extent permitted by law, mail to the Owners Holders a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) a summary of such information as is contained in such notice of meeting, and (b) a statement that the Owners as of Holders at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Mexican English law and of the EstatutosMemorandum and Articles of the Company and of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by underlying their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for or such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by underlying the American Depositary Shares evidenced by such Receipts at Receipt in accordance with any non-discretionary instructions set forth in such meetingrequest; provided, however, that the Depositary, unless specifically instructed by the Holder, shall not demand a poll. Delivery The Depositary shall not vote the amount of Deposited Securities underlying a Receipt except in accordance with written instructions will be made at from the expense Holder of such Receipt. In accordance with the Articles of the Company provided that payment of such expense shall not be a condition precedent and English law, Holders who have failed to comply with the obligations Company’s requests for information of the Depositary under this nature referred to in Section 4.073.04(a)(iv) may forfeit the rights described in Section 4.07 of the Deposit Agreement to direct the voting of Deposited Securities underlying their Receipts.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican South African law and of the EstatutosArticles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”), ") the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary (after consultation with the Company if practicable), which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Cayman Islands law or Hong Kong law and of the EstatutosMemorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, given including an express indication that if no instruction is received, the Depositary an instruction may deem be given on behalf of such Owner in accordance with the last sentence of this paragraph to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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 notifies the Depositary (and the Company agrees to provide such information notification as promptly as reasonably practicable in writing, if applicable) that and (x) the Company does not wish such proxy given, (y) in the opinion of the Company, substantial opposition exists or (z) such matter materially and adversely affects the rights of or holders of Shares. There can be , provided further that the Company shall have no assurance that Owners generally or liability to any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, at least two business days prior to the date of Beneficial Owner resulting from 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07notification.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may will deem such the Owner to have instructed the Depositary to give a discretionary proxy to a person designated vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company with respect are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to such Deposited Securitiesnotify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any an Owner with respect to a number any of the Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary toto vote such Shares on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting, and the Depositary shallshall endeavor, 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 insofar 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Companypracticable, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, so vote or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by voted 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 a condition precedent to the obligations of the Depositary under this Section 4.07Shares.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, such approval not being unreasonably withheld, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of Mexican French law and of the Estatutosstatuts or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, given to the Depositary or in which voting instructions may deem such Owner be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company been given in accordance with respect to such Deposited Securitiesthis Section 4.07. Upon the written request of an Owner of American Depositary Shares on such record datethe ADS Record Date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the voting instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under this paragraph and complied with the first sentence of this Section 4.07 third following paragraph at least 30 days prior to the meeting date and (ii) no instructions are received by the Depositary from any an Owner with respect to a number an amount of the Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the Instruction Datedate established by the Depositary for such purpose, to the extent permitted by applicable law, the Depositary shall deem that such Owner to have instructed the Depositary to, and to vote or cause to be voted that amount of the Depositary shall, give a discretionary proxy to a person designated Deposited Securities in favor of all resolutions set out in the notice of meeting that are endorsed by the Company with respect to Company’s board of directors and against all resolutions of that number of Deposited Securitieskind that are not so endorsed, 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 givenDeposited Securities to be so voted. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Deposited Securities. 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, (y) substantial opposition exists or (z) materially attempt to exercise the right to vote, Deposited Securities, except pursuant to and adversely affects in accordance with the rights of holders of Sharesvoting instructions or deemed voting instructions timely received from Owners as provided for or as otherwise contemplated in this Section 4.07. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than thirty (30) days prior to the date meeting date, except where under French law the notice period for such meeting is less than thirty (30) days, in which case the Depositary shall upon receipt of such meetingthe request use its commercially reasonable efforts to distribute to Owners the material in (a), (b) and (c) of the first paragraph of this Section 4.07 and carry out the further actions set forth in this Section 4.07. Notwithstanding anything in this Section 4.07 to the contrary, the Depositary shall if requested by and the Company deliver may modify, amend or adopt additional procedures from time to time as they determine may be necessary or appropriate. Without prejudice to the CompanyDepositary’s rights under Section 2.09, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause take no action to be voted, impair the Deposited Securities represented ability of the Custodian to vote the number of Shares (including the Shares held by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery in registered form) necessary to carry out the instructions of instructions will be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary all Owners under this Section 4.07Section.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders holders, or solicitation of consent or proxies from, of Shares or other Deposited Securities, if requested unless instructed otherwise in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, in such form as approved by the form of which notice shall be in the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting, and or solicitation of consents or proxies, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provision provisions of Mexican law South African law, of the Deposited Securities and this Deposit Agreement and of the EstatutosMemorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, will be deemed given in accordance with the second paragraph of this Section 4.07 if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written (or deemed) request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities the right to receive which is represented by those the American Depositary Shares evidenced by such Owner's Receipt in accordance with the any instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian or any of its nominees 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no does not receive instructions are received by the Depositary from any an Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to vote the underlying Shares, PROVIDED that number of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be deemed given with respect to any matter as to which the Company informs the Depositary (and in writing at the Company agrees time notice of any meeting or solicitation of consents or proxies is received by the Custodian to provide such information promptly in writing, if applicable) the effect 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under Each of the Company's bylaws Class B shares entitles the holder thereof to cast one vote at any shareholder's meeting. Class A and Class B shares shall normally vote as in effect as one class at any shareholders' meeting provided that any resolutions affecting the respective rights of particular classes must be approved separately by the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to votequorum and majority requirements established by law for each class. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a notice, the form of which notice shall be in approved by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and Luxembourg law, the Articles of Incorporation of the EstatutosCompany and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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. Upon the written request of an Owner Holder of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner Holder with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Holder's Receipt on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner such Holder to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to the Chairman of the Board of Directors of the Company or to a person designated by the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to the Chairman of the Board of Directors of the Company or to a person designated by the Company to vote such Deposited Securities, except 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial shareholder opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners Holders generally or any Owner Holder in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited SecuritiesSecurities at which holders of Deposited Securities will have the right to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican the Federal Republic of Germany law and of the EstatutosArticles of Association (Satzung) of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, if the Depositary has received a Recommendation (as defined below), an express indication that that, if no specific voting instruction is received, received from an Owner prior to the date set by the Depositary may deem such for that purpose (the “Instruction Date”), that Owner shall be deemed to have instructed the Depositary to give a discretionary proxy to the Custodian, which will act as a person designated by proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), to vote in accordance with its recommendation with regard to voting of the Shares pursuant to Section 128 (2) of the German Stock Corporation Act (the “Recommendation”) as to any matter concerning which the notice from the Company with respect indicates that a vote is to such Deposited Securitiesbe taken by holders of Shares and (d) containing any Recommendation. Upon the written request of an Owner of a number of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those that number of American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in below. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall notify the Depositary of a meeting of holders of Deposited Securities and of details concerning the matters to be voted upon not less than 45 days prior to the meeting date. Subject to the following sentence. If paragraph, if (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under Section 4.07 of the first sentence of this Deposit Agreement and complied with the immediately preceding paragraph, (ii) the Depositary received a Recommendation before it mailed a notice to Owners under that Section 4.07 and (iiiii) no specific voting instructions are received by the Depositary from any an Owner (to whom a notice was sent by the Depositary) with respect to a number an amount of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction DateShares, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect Proxy Bank to vote that number amount of Deposited SecuritiesSecurities in accordance with Section 135 of the German Stock Corporation Act, except that no such deemed 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 given, (y) substantial opposition exists or (z) the matter would materially and adversely affects affect the rights of holders of Shares. Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary before the Depositary mails a notice to Owners under Section 4.07 of the Deposit Agreement, the Depositary shall deliver the above-referenced notice (which shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Owners as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Owner on or before the Instruction Date with respect to a number of Deposited Securities, no votes shall be cast at such meeting with respect to that number of Deposited Securities. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 Section 4.07 of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Deposit Agreement.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice or solicitation of meetingconsents or proxies received by the Depositary, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law the laws of Israel and of the EstatutosMemorandum and Articles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”), ") the Depositary shall endeavor, insofar as practicablepracticable and subject to the applicable provisions of law, the Deposit Agreement and the Issuer's Memorandum and Articles of Association, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the any non-discretionary instructions set forth in such request. The Issuer agrees, without increasing its obligations or potential liability to the Owners and holders of Receipts or the Depositary hereunder, to provide notice, to the extent practicable, of any meeting of the holders of Shares or other Deposited Securities to the Depositary sufficiently in advance of such meeting in order to enable the Depositary to vote or cause to be voted any such Shares or Deposited Securities in accordance with the terms of this Section 4.7. Except as set forth on the last paragraph of this Section 4.7, the Depositary shall not vote or attempt to exercise the right to vote that attaches any voting discretion with respect to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to If after complying with the rules procedures set forth in this Section the Depositary does not receive instructions from the Owner of any securities exchange a Receipt on which American Depositary Shares or before the Deposited Securities represented thereby are listed, at least two business days prior to the date of such meetingInstruction Date, the Depositary shall if requested by the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners vote such Deposited Securities in accordance with the recommendations of the Board of Directors of the Issuer as advised by the Issuer in writing, except that the Depositary shall not vote that amount of such Deposited Securities with respect to any matter as to which the Issuer informs the Depositary will vote(and the Issuer agrees to provide that information as promptly as practicable in writing, or cause if applicable) that (x) the Issuer does not wish the Depositary to be voted, the vote those Deposited Securities represented by or (y) the American Depositary Shares evidenced by such Receipts at such meeting. Delivery matter materially and adversely affects the rights of instructions will be made at the expense holders of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Shares.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican French law and of the Estatutosstatuts of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the last paragraph Section 4.07 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany, and (d) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”). Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary may, and if the Depositary sent a notice under this paragraph, shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 given by Owners and received by the Depositary or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested instructed the Depositary to act Disseminate a notice under the first sentence this paragraph and complied with last paragraph of this Section 4.07 of the Deposit Agreement and (ii) no instructions are received by the Depositary from any an Owner with respect to a number matter and an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the Instruction Cutoff Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number matter and the amount of Deposited Securitiesdeposited Shares represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of deposited Shares as to that matter, except that no such instruction of that kind 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 a proxy given, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date Cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares such meeting or solicitation and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 45 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole reasonable discretion of the DepositaryDepositary upon consultation with the Company, to the extent practicable, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Irish law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that such Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to designated member or members of the Board of Directors of the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterafter the fixing of a record date for determining the Owners of Receipts entitled to give instructions for the exercise of voting rights as provided in Section 4.6, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosArticles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 The Issuer shall be deemed given and under no such discretionary proxy shall be given with respect obligation 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 verify instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented and voted upon 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 a condition precedent to the obligations of the Depositary under this Section 4.07Depositary.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or solicitation of consent proxies or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole reasonable discretion of the Depositary, in a form approved by the Company which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican applicable laws, regulations, law and exchange requirements, and the Memorandum and Articles of Association of the EstatutosCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian and any of their nominees shall not, (i) 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 instructions, or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by exercise any voting rights in respect of the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to for which no voting instructions 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesbeen received. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, such approval not being unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of Mexican law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under this paragraph and complied with the first sentence of this Section 4.07 second following paragraph and (ii) no instructions are received by the Depositary from any an Owner with respect to a number an amount of the Deposited Securities represented by that Owner’s the American Depositary Shares of that Owner and a matter on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number amount of Deposited SecuritiesSecurities and that matter and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares such meeting or solicitation and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice from the Company of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail shall Disseminate to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican German law and of the EstatutosArticles of Association (Satzung) of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by to the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Deposited Securities pursuant to Section 4.7 of the Deposit Agreement, it will have on deposit under the Deposit Agreement the number of Deposited Securities with respect to which it has received voting instructions from the Owner. In the event that, on any such date the number of Deposited Securities on deposit under the Deposit Agreement is less than the number of Deposited Securities with respect to which the Depositary has received voting instructions, the 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 rata basis. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of any securities exchange on which American Depositary voting rights relating to Shares or Deposited Securities, if the Company will request the Depositary to Disseminate a notice under this Article 16, the Company shall give the Depositary notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares or Deposited Securities represented thereby are listed, at least two business in connection with the meeting not less than 30 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary (unless otherwise instructed by the Company), which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Cayman Islands law and of the Estatutosmemorandum and articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than Securities except in accordance with such the voting instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of SharesOwners. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares such meeting or solicitation and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 45 days prior to the meeting date of or date for giving 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 Owners in accordance with which the Depositary will vote, proxies 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 a condition precedent to the obligations of the Depositary under this Section 4.07consents.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof and shall, as soon as practicable thereafter and if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or solicitation of consent or proxy) received by the Depositary from the Company, and (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Mexican law the laws of the Russian Federation , the terms of the Deposit Agreement and of Charter of the EstatutosCompany, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner a Holder of American Depositary Shares on a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting, vote any Shares other than an integral number thereof, or vote Shares in a manner that would be inconsistent with applicable law. Shares evidenced by Receipts for which no specific voting instructions have been received shall not vote or attempt be voted and shall not be registered on the Shareholders meeting. Instructions in respect of any ADS shall be deemed to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than have been received only if received in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary terms of the shareholders’ meeting Deposit Agreement and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 Receipt. The Company agrees to provide such information promptly in writing, if applicable) 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. There can be no assurance that Owners generally or any Owner in particular will receive the timely notice described in the preceding paragraph sufficiently prior to the Instruction Date Depositary which will enable the timely notification of Holders as to ensure that limitations on the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations ability of the Depositary under this Section 4.07to vote a particular ADS according to the voting instructions received in regard to such ADS.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican South African law and of the EstatutosArticles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) writing that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican South African law and of the EstatutosArticles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “Instruction Date”), ) the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) a summary in English of such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican French law and of the Estatutosstatuts of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided instructions. In accordance with French law and the statuts of the Company, Shares held in registered form that have been registered in the following sentencename of the same holder for at least two (2) years will be entitled to double voting rights. If Similarly, American Depositary Shares that have been evidenced by Receipts registered in the name of the same Owner for at least two (2) years or more and represent Shares held in registered form that have been registered in the name of the same holder (i.e. the Depositary) for at least two (2) years will be eligible for double voting rights. In order to have double voting rights, each Owner of American Depositary Shares must (i) the Company notified request in writing that the Depositary of the shareholders’ meeting and requested the hold Shares represented by such American Depositary to act under the first sentence of this Section 4.07 Shares in registered form and (ii) must hold its Receipts evidencing such American Depositary Shares in registered form for at least two (2) years (i.e., registered in the name of the same holder in the books of the Depositary) during which time such Shares are held in registered form by the Depositary. No other American Depositary Shares will be entitled to double voting rights. Notwithstanding anything in this Section 4.07 to the contrary, the Depositary and the Company may modify, amend or adopt additional procedures from time to time as they determine may be necessary or appropriate. The Depositary will take no instructions are received action to impair the ability of the Custodian to vote the number of Shares (including the Shares held by the Depositary from any Owner with respect in registered form) necessary to a number carry out the instructions of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesall Owners under this Section. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07Section.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited SecuritiesSecurities at which holders of Deposited Securities are entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in instructions. For the following sentence. If (i) the Company notified avoidance of doubt, if the Depositary of timely receives from an Owner instructions which fail to specify the shareholders’ meeting and requested manner in which the Depositary is to act under vote, the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number amount of Deposited Securities represented by that such Owner’s American Depositary Shares on or before shall not be voted. Similarly, the Instruction Date, amount of Deposited Securities represented by American Depositary Shares for which instructions were not timely received by the Depositary shall deem that Owner 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 not 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesvoted. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that enable Owners to give voting instructions to the Depositary will vote by the Shares or Deposited Securities in accordance with instruction cutoff date. In order to give Owners a reasonable opportunity to instruct the provisions set forth in the preceding paragraph. Subject Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 days prior to the date meeting date. Without limiting any of such meetingthe foregoing, to the extent the Depositary does not receive voting instructions from Owners, the Depositary shall if requested by take such actions as are necessary, upon the written request of the Company deliver and subject to applicable law and the Companyterms of the Deposited Securities, to cause the attention amount of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities Shares represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will those Owners to be made at counted for the expense purpose of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07satisfying applicable quorum requirements.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Rio Tinto Shares or other Deposited Securities, if unless otherwise requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting and in any related material supplied by the Company to the Depositary, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the EstatutosArticles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Rio Tinto Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not, and the Depositary shall ensure that the Custodian and the nominee(s) of the Depositary or the Custodian shall not, vote or attempt to vote or exercise or attempt to exercise any other rights in respect of Deposited Securities, other than in accordance with prior written instructions of the Owners of Receipts therefor, and shall not vote or attempt to exercise the right to vote that attaches or exercise or attempt to the exercise any other right attaching to Rio Tinto Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) if no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07securities.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting or solicitation of consents or proxies received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Dutch law and of the EstatutosArticles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by to the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of, or solicitation of consent or proxies for, Shares or other Deposited Securities, if requested unless instructed otherwise in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, in such form as approved by the form of which notice shall be in the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting, and or solicitation of consents or proxies, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provision provisions of Mexican law United Kingdom law, of the Deposited Securities and this Deposit Agreement and of the EstatutosMemorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, will be deemed given in accordance with the second paragraph of this Section 4.07 if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written (or deemed) request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities the right to receive which is represented by those the American Depositary Shares evidenced by such Owner's Receipt in accordance with the any instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian or any of its nominees 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no does not receive instructions are received by the Depositary from any an Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to vote the underlying Shares, provided that number of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be deemed given with respect to any matter as to which the Company informs the Depositary (and in writing at the Company agrees time notice of any meeting or solicitation of consents or proxies is received by the Custodian to provide such information promptly in writing, if applicable) the effect 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may will deem such the Owner to have instructed the Depositary to give a discretionary proxy to a person designated vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company with respect are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to such Deposited Securitiesnotify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 Owner’s Receipts at on or before the date established by the Depositary for such meeting. Delivery purpose, the Depositary shall deem such Owner to have instructed the Depositary to vote such Shares on any question in the same proportion that all other shares of instructions will be made at the expense capital stock of the Company provided that payment of are voted on such expense shall not be a condition precedent to question at the obligations of relevant shareholders’ meeting, and the Depositary under this Section 4.07shall endeavor, insofar as practicable, to so vote or cause to be voted such Shares.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may will deem such the Owner to have instructed the Depositary to give a discretionary proxy to a person designated vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company with respect are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to such Deposited Securitiesnotify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any an Owner with respect to a number any of the Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary toto vote such Shares on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting, and the Depositary shallshall endeavor, give a discretionary proxy insofar as practicable, to a person designated by the Company with respect so vote or cause to that number of Deposited Securities, except that no be voted 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules Owners of any securities exchange on which American Depositary Shares or will not be entitled to attend shareholders’ meetings, but will be entitled to instruct the Deposited Securities represented thereby are listed, at least two business days prior Depositary as to the date manner of such meeting, voting the Depositary shall if requested by the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities Shares represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery any shareholders’ meeting or for purposes of instructions will be made at the expense exercising any individual rights of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary Share holder under this Section 4.07Mexican Law.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may will deem such the Owner to have instructed the Depositary to give a discretionary proxy to a person designated vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company with respect are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to such Deposited Securitiesnotify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary toto vote such Shares on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting, and the Depositary shallshall endeavor, give a discretionary proxy insofar as practicable, to a person designated by the Company with respect so vote or cause to that number of Deposited Securities, except that no be voted 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules Owners of any securities exchange on which American Depositary Shares or will not be entitled to attend shareholders’ meetings, but will be entitled to instruct the Deposited Securities represented thereby are listed, at least two business days prior Depositary as to the date manner of such meeting, voting the Depositary shall if requested by the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities Shares represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery any shareholders’ meeting or for purposes of instructions will be made at the expense exercising any individual rights of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary Share holder under this Section 4.07Mexican Law.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole reasonable discretion of the DepositaryDepositary upon consultation with the Company, to the extent practicable, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Irish law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that such Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to designated member or members of the Board of Directors of the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning 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 Owners in accordance with which the Depositary will vote, or cause matters 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 voted upon sufficiently in advance of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Argentine law and of the EstatutosEstatutos of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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 SecuritiesShares. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary Notwithstanding any other provision of the shareholders’ meeting and requested Deposit Agreement or the Depositary Receipts, with regard to act under the first sentence any resolution to be voted upon by owners of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Shares or other Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction DateSecurities, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive mail the notice described referred to in the preceding prior paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will Owners nor vote the Shares or other Deposited Securities in accordance with and the provisions set forth in Owners shall not instruct the preceding paragraph. Subject Depositary to vote 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 Owners in accordance with which the Depositary will vote, or cause to be voted, the other Deposited Securities represented by the Owners' respective American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at unless, upon the expense request of the Depositary, the Company provided that payment of such expense previously shall not be a condition precedent have furnished the Depositary with an opinion in form and substance satisfactory to the obligations Depositary of Argentine counsel satisfactory to the Depositary that such resolution is not contrary to Argentine law or the by-laws or regulations, if any, of the Company. The Company and the Owners hereby acknowledge that the Depositary under this Section 4.07is not the economic or beneficial owner of any Deposited Securities and merely holds title to the Deposited Securities on behalf of the Owners. The Company and the Owners further acknowledge that the Owners have full and exclusive power to direct and control the voting of the Deposited Securities and that the Depositary is acting solely on behalf of the Owners in connection with such voting.

Voting of Deposited Securities. Under the Company's bylaws The CPO Trust Agreement, as in effect as of on the date of this the Deposit Agreement, does not give holders of Shares are entitled CPOs the right to instruct the CPO Trustee how to vote the underlying Shares. Therefore, the two following paragraphs apply only if there is a meeting of holders of CPOs or there is a change in limited circumstances. Holders the CPO Trust Agreement that otherwise gives holders of Deposited Securities (including Owners) are not entitled voting rights or rights to attend or address meetings of shareholders at which they are not entitled give instructions how to votevote securities underlying the Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, fix a record date as provided in Section 4.06 of the Deposit Agreement and mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (bii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of law, the EstatutosCPO Trust or the Bylaws, to instruct the Depositary as to the exercise of the voting rights, or right to give voting instructions, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (ciii) a 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. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary may shall endeavor, insofar as practicable, to vote or cause to be voted or to give voting instructions with respect to the amount of Deposited Securities underlying the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. If such instructions are set forth, the Depositary shall not vote or attempt to exercise the right to vote that attaches to those CPOs 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, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote or give voting instructions with respect to such Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as ; provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) such proxy would materially and adversely affects affect the rights of holders of SharesCPOs. In the event that the Company does so inform the Depositary in writing of the existence of any of the foregoing circumstances (x), (y) or (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or to give voting instructions with respect to or cause the Custodian to vote or give voting instructions with respect to such Deposited Securities in the same manner as holders of the majority of the class of Deposited Securities voted at the relevant meeting. Whenever any Owner gives a notice to the Depositary containing a request for a meeting of holders of CPOs concerning any business of the CPO Trust or at which holders of CPOs may be entitled to vote, the Depositary shall give or cause to be given notice to the Common Representative containing such request in the same form as provided in the notice from such Owner. Such notice shall state that it is given in the Depositary’s capacity as the holder of that number of CPOs represented by the American Depositary Shares evidenced by the Receipts held by such Owner. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in required by Section 4.07 of the preceding paragraph Deposit Agreement sufficiently prior to the Instruction Date date established by the Depositary to ensure that the Depositary will be able to vote or give voting instructions with respect to the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07Section.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the Estatutosmemorandum and articles of association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given (or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or solicitation of consent proxies or other Deposited Securities, if requested unless otherwise instructed in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, in a form approved by the Company which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican applicable laws, regulations, law and exchange requirements, and the Articles of Association and Byelaws of the EstatutosCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may must be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian and any of their nominees shall not, (i) 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 instructions, or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from exercise any Owner with voting rights in respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 for which no voting instructions received from Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07have been received.

Voting of Deposited Securities. Under the Company's bylaws as in effect The parties acknowledge that, as of the date of this the Deposit Agreement, the holders of Shares do not have any voting rights except in certain circumstances as provided under Brazilian corporate law and the Company’s by-laws. If the holders of Shares acquire voting rights on the occurrence circumstances referred to in the last sentence or the terms of Shares are entitled amended to vote only in limited circumstances. Holders give voting rights to holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon Shares generally, then, upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosArticles of Incorporation, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicablepracticable and permitted under applicable laws and the provisions of the Articles of Incorporation and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentenceparagraph. If (i) the Company notified made a request to the Depositary of the shareholders’ meeting and requested the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the last paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from any an Owner with respect to a number of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities; provided, except 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 (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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterpracticable, after the fixing of a record date for determining the Owners of Receipts entitled to give instructions for the exercise of voting rights as provided in Section 4.6 of the Deposit Agreement, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosCompany's Articles, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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 SecuritiesShares. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. If after complying with the procedures set forth in Section 4.7 of the Deposit Agreement, the Depositary receives no such instructions, upon the written request of the Company the Depositary shall vote such Shares or other Deposited Securities in accordance with the Company's request. The Depositary 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 the Owner's instructions or the Company's request, as provided in the following sentenceapplicable. If (i) the The Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 under no such discretionary proxy shall be given with respect obligation 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 verify instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented and voted upon 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 a condition precedent to the obligations of the Depositary under this Section 4.07Depositary.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Japanese law and of the EstatutosArticles of Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company. Because of the Unit share system adopted by the Company in accordance with Japanese law and the Company’s Articles of Incorporation, the Depositary shall in no event vote or exercise the right to vote Shares or other Deposited Securities other than in a Unit or integral multiples thereof (aggregating, to the extent practicable, instructions received from Owners which are the same) and may therefore not be permitted to vote all Shares or other Deposited Securities in respect to such Deposited Securitiesof which it has received voting instructions from the Owner. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws Except as in effect as contemplated by Section 2.11 of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the CompanyDepositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof, and the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or solicitation of consent or proxy) received by the Depositary from the Company, and (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Mexican law the laws of the Russian Federation , the terms of the Deposit Agreement and of the Estatutoscharter of 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Except as contemplated by Section 2.11 of the Deposit Agreement, including an express indication that if no instruction is received, the Depositary may 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. Upon upon the written request of an Owner a Holder of American Depositary Shares on a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall (subject to Paragraph 18) endeavor, insofar as practicablepracticable and as permitted by the laws of the Russian Federation and the charter of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary shall not vote or attempt nor the Custodian shall, under any circumstances, exercise any discretion as to exercise the right voting, grant any proxy of power of attorney to another person to vote Shares or other Deposited Securities represented by American Depositary Shares in such other person’s discretion, vote any Shares or other Deposited Securities other than an integral number thereof, or vote Shares or other Deposited Securities in a manner that attaches to the would be inconsistent with applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, . Shares or other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented evidenced by that Owner’s American Depositary Shares on or before Receipts for which no specific voting instructions have been received shall not be voted and shall not be registered at the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with shareholders meeting. Instructions in respect to that number of Deposited Securities, except that no such instruction any ADS 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, have been received only if applicable) 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities received in accordance with the provisions set forth in terms of the preceding paragraphDeposit Agreement and of this Receipt. Subject The Company has agreed that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, its obligations under this Paragraph 16, and provide timely notice to the rules Depositary which will enable the timely notification of Holders as to any securities exchange on which American Depositary Shares change in applicable law or the Deposited Securities represented thereby are listed, at least two business days prior to Company’s charter resulting in limitations on 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 Owners 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 a condition precedent to the obligations ability of the Depositary under this Section 4.07to vote a particular ADS according to the voting instructions received in regard to such ADS.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited SecuritiesSecurities sent by the Company at least twenty-five (25) days prior to the date of the meeting, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.6 of the Deposit Agreement (a) a summary in English or an English version of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.6 of the Deposit Agreement, (b) a statement in a form provided by the Company that the Owners and Holders will be entitled, subject to any applicable provision of Mexican law and of the Estatutos, entitled to instruct the Depositary as with respect to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by which correspond to their respective American Depositary Shares Shares, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, shall be summarized in pertinent part in such statement), and (c) a statement as to the manner in which such instructions may be givengiven by means of a voting instruction card, substantially in the form set forth in Exhibit B annexed to this Deposit Agreement, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no voting instruction is received, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated received by the Company with respect to such Deposited SecuritiesDepositary. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”), ") the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, to vote such Deposited Securities and the Depositary shall, give a discretionary proxy to a person designated shall vote such Deposited Securities in favor of any resolution proposed by the management of the Company with respect to that number of Deposited Securitiesand against any resolution not proposed by such management, except provided, that no such instruction vote as described in this sentence shall be deemed given and no such discretionary proxy shall be given cast 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 givenvote cast, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares or American Depositary Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners in accordance with which the The Depositary will vote, take no action to impair its ability to vote or cause to be voted, voted the Deposited Securities represented by number of Shares necessary to carry out the American Depositary Shares evidenced by such Receipts at such meeting. Delivery instructions of instructions will be made at the expense all Owners under Section 4.7 of the Company provided that payment Deposit Agreement. The Depositary shall establish one or more nominees for the purpose of such expense casting votes in accordance with Section 4.7 of the Deposit Agreement. Such nominees each shall not be a condition precedent to the obligations holder of the Depositary under this Section 4.07at least one (1) Share or other Deposited Security.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail distribute to the Owners Holders of ADRs (A) a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meeting, and (bii) a statement that the Owners Holders as of the close of business in New York on a specified record date established by the Depositary pursuant to the terms of this Deposit Agreement will be entitled, subject to any applicable provision provisions of Mexican French law and the Company's By-Laws and the terms of the EstatutosDeposited Securities (which provisions, if any, will be summarized by the Company 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 amount of Shares or other Deposited Securities represented by their respective such Holder's American Depositary Shares and Shares, (cB) a statement as voting instruction card to the manner in which such instructions may be given, including an express indication that if no instruction is received, prepared by the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by and the Company with respect to such Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date(a "Voting Instruction Card") setting forth, received on or before inter alia, the date established by the Depositary for the receipt of such purpose Voting Instruction Card (the “"Cut-off Date") and (C) copies or summaries in English of any materials provided by the Company for the purpose of enabling the Holders to give instructions for the exercise of such voting rights. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. As a precondition for exercising any voting rights, any persons holding American Depositary Shares who are not the Holders of the ADR(s) registered in name on the books of the Depositary evidencing such American Depositary Shares (e.g., persons holding their American Depositary Shares through The Depository Trust Company) must arrange for the delivery in a blocked account ("Blocking"), established for such purposes by the Depositary, of the relevant number of American Depositary Shares for the period to commence on the date to be fixed by the Depositary (on a date which shall be as near as practicable to the corresponding date established by the Company in France in respect of the Shares) after consultation with the Company and set forth on the Voting Instruction Date”Card, until the completion of such meeting (the "Blocked Period"). To the extent practicable, the Depositary shall endeavorwill implement and maintain procedures to allow for the Blocking of American Depositary Shares as contemplated by the preceding sentence. Holders of ADRs registered in name on the books of the Depositary (other than The Depository Trust Company) will not, as a precondition for exercising voting rights, be required to deliver their American Depositary Shares to the Depositary for Blocking but will be required to irrevocably instruct the Depositary not to transfer the ADRs (and not to cancel such ADRs upon receipt of cancellation and withdrawal instructions) evidencing the American Depositary Shares in respect of which voting instructions have been given ("Stop Transfer Instructions"). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel ADRs upon receipt of cancellation and withdrawal instructions) the ADRs indicated in such Stop Transfer Instructions, during the Blocked Period. J.X.Xxxxxx Upon receipt by the Depositary from a Holder of American Depositary Shares of (i) a properly completed Voting Instruction Card or the electronic and/or telephonic receipt of such voting instructions on or before the Cut-off Date and (ii) either the requisite number of American Depositary Shares delivered for Blocking or duly completed Stop Transfer Instructions, the Depositary will, in respect of such American Depositary Shares, forward the voting instructions so received to the Custodian and will instruct the Custodian to use reasonable efforts, insofar as practicablepractical and permitted under any applicable provisions of French law and the Company’s By-Laws, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares in accordance with such instructions. Subject to the instructions set forth in such request. The next paragraph hereof, the Depositary shall not vote will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to to, Shares represented by American Depositary Shares in respect of which a voting instructions have been timely and properly received. In the case of a Voting Instruction Card or the electronic and/or telephonic receipt of such voting instructions received in respect of any holder of American Depositary Shares or other Deposited Securities, other than in accordance with such instructions or as provided in who is not the following sentence. If (i) the Company notified the Depositary Holder of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s ADR evidencing such American Depositary Shares on or before the Instruction Datebooks of the Depositary, the Depositary shall deem that Owner will not vote or cause to have instructed be voted 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 Shares represented by 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, at least two business days prior to the date of such meeting, unless the Depositary shall if requested has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period by the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the such person. The Depositary will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is, or electronic/telephonic voting instructions are, improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. If the Depositary timely receives a signed Voting Instruction Card from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs on one or more matters at a meeting, to the extent not prohibited by applicable law, rule or regulation, such Voting Instruction Card shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors. Deposited Securities represented by ADSs for which an executed Voting Instruction Card was not timely received by the Depositary shall not be voted. As each American Depositary Share represents one-fifth of a Share as of this date, voting rights may be exercised only in respect of five American Depositary Shares, or multiples thereof. According to French law and the Company's By-Laws, only holders of Shares who hold their Shares in registered form for at least two years will be entitled to double voting rights. Holders of ADRs (which evidence American Depositary Shares evidenced by such Receipts at such meetingrepresenting Shares in bearer form) will not be entitled to double voting rights. Delivery of instructions will be made at Notwithstanding anything in this Deposit Agreement to the expense of contrary, the Depositary and the Company provided that payment of such expense shall not may modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be a condition precedent necessary or appropriate to comply with French or United States law, the obligations of the Depositary under this Section 4.07.Company’s By-Laws or then current practices. J.X.Xxxxxx

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary (unless otherwise instructed by the Company), which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Cayman Islands law and of the Estatutosmemorandum and articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than Securities except in accordance with such the voting instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of SharesOwners. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares such meeting or solicitation and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 45 days prior to the meeting date of or date for giving 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 Owners in accordance with which the Depositary will vote, proxies 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 a condition precedent to the obligations of the Depositary under this Section 4.07consents.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosArticles or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, given to the Depositary or in which voting instructions may deem such Owner be deemed to have instructed been given in accordance with Section 4.07 of the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesAgreement. Upon the written request of an Owner of American Depositary Shares on such record datethe ADS Record Date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that the Custodian does not, vote or attempt to exercise the right to vote that attaches attached to the Shares or other Deposited Securities, Securities other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested instructed the Depositary to act under the first sentence of this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from any an Owner with respect to a number matter and an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number matter and the amount of Deposited SecuritiesSecurities represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, 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. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph. Subject Notwithstanding anything in Section 4.07 of the Deposit Agreement 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 meetingcontrary, the Depositary shall if requested by and the Company deliver may modify, amend or adopt additional procedures relating to the Company, to the attention voting of its Secretary, copies of all instructions received from Owners 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 from time to time as they determine may be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07necessary or appropriate.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the EstatutosMemorandum and Articles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by to the Company with respect to such Deposited SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”), ") the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting (a "Meeting") of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the EstatutosArticles, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given (or may be deemed to have been given in accordance with the next paragraph if no instruction is received, instructions are received prior to the Depositary may deem such Owner Instruction Date as defined hereafter) to have instructed the Depositary to give a discretionary proxy to a person or persons designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request, provided, however, that the Depositary unless specifically instructed by not less than five Owners shall not demand a poll. The Depositary 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 as provided in instructions. Subject to the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first last sentence of this Section 4.07 and (ii) paragraph, if no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Date, the Depositary such Owner shall deem that Owner be deemed 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 vote such Deposited Securities; provided, except 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 promptly in writing, if applicable) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists exists, or (ziii) materially and adversely affects the rights of holders of SharesShares or other Deposited Securities will be materially and adversely affected. There In accordance with the Articles, failure by an Owner or Beneficial Owner to comply with the Company's request for information of the nature described under Section 3.4 may result, inter alia, in withdrawal of the voting rights of the Owner or Beneficial Owner. No such discretionary proxy will be given unless the Company notifies the Depositary of the Meeting at least 20 business days in advance thereof. Although the Depositary will endeavor, insofar as practicable, to deliver the notice described in the preceding paragraph reasonably in advance of the Instruction Date, there can be no assurance that the Owners generally or any Owner in particular will receive the notice described in the preceding this paragraph sufficiently prior to the Instruction Date in order to ensure that the Depositary will vote note the Shares or other Deposited Securities in accordance with the provisions set forth in the preceding paragraph. 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Rio Tinto Shares or other Deposited Securities, if unless otherwise requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting and in any related material supplied by the Company to the Depositary, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosConstitution of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Rio Tinto Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Rio Tinto Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not, and the Depositary shall ensure that the Custodian, and the nominee(s) of the Depositary or the Custodian shall not, vote or attempt to vote or exercise or attempt to exercise any other rights in respect of Deposited Securities, other than in accordance with the prior written instructions of the Owners of Receipts therefor, and shall not vote or attempt to exercise the right to vote that attaches or exercise or attempt to the exercise any other right attaching to Rio Tinto Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) Securities if no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before such securities. If practicable, upon the Instruction DateCompany's request, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by advise 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules tabulations of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, at such instructions it has received. At least two business (2) days prior to the date of such meeting, the Depositary shall if requested by advise the Company deliver to in writing of the Company, to tabulations of the attention of its Secretary, copies of all instructions received from Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07Receipts.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice from the Company of any meeting or solicitation or proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting or solicitation received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Mexican law and law, including the laws of the EstatutosRepublic of Austria, the Satzung (Articles of Association) of the Company and the Deposit Agreement, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting at which the holders of Shares or other Deposited Securities are entitled to vote or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in previously provided to the sole discretion of the DepositaryCompany for its review and comment, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law the laws of Brazil, the Estatuto Social and the provisions of the EstatutosDeposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including 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, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under any applicable provision of the laws of Brazil, the Estatuto Social and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentencedeemed instructions. If (i) the Company notified makes a request to the Depositary of the shareholders’ meeting and requested the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complies with the following paragraph of Section 4.07 of the Deposit Agreement and (ii) no instructions are received by the Depositary from any an Owner with respect to a number an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s American Depositary Shares Receipts on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary toto give, and the Depositary shallshall give, give a discretionary proxy to a person designated by the Company with respect to that number amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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 that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of 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 the Deposited Securities except in accordance with the voting instructions timely received or deemed received from Owners. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less that 30 days prior to the meeting date or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities in accordance with the provisions set forth in Section 4.07 of the preceding paragraphDeposit Agreement. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver to the Company, at least two three City of São Paulo, Sate of São Paulo business days prior to the date of such meeting, the Depositary shall if requested by the Company deliver to the Company, to the attention a meeting of its Secretaryholders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote, vote or cause to be voted, the voted Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such that meeting. Delivery of instructions will be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice from the Company of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutosby-laws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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 next to last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities, except ; 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, if applicable) writing that (xa) the Board of Directors of the Company does not wish such proxy given, (yb) substantial opposition exists or (zc) such matter materially and adversely affects the rights of holders of the Shares. There can be no assurance that Owners generally If any requirement of Mexican law, of the Estatutos of the Company, or of any Owner in particular will receive securities exchange on which Shares, other Deposited Securities, Receipts or the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that American Depositary Shares evidenced thereby are listed does not permit the Depositary will to vote (or to vote on any particular matter) in accordance with instructions received from Owners or in accordance with a deemed discretionary proxy, the Depositary shall not vote the Shares or other Deposited Securities in accordance with the provisions set forth in the preceding paragraphSecurities. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall if requested by the Company deliver, 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 Owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Section. In order to provide Owners with a reasonable opportunity to instruct the Depositary as to the exercise of voting rights pertaining to Deposited Securities, the Company agrees to provide notice of shareholders’ meetings to the Depositary at least 30 days prior to the meeting date. The Depositary and the Company may modify or amend the above voting procedures or adopt additional voting procedures relating to Deposited Securities from time to time as they determine may be necessary or appropriate to comply with applicable provisions of Mexican law and the by-laws of the Company.

Voting of Deposited Securities. Under the Company's bylaws as in effect as Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of this the Deposit Agreement, holders 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 Companys net profits; otherwise the Shares are entitled have no voting rights in respect of any matters except changes to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at the Companys capital structure which they are not entitled to voteadversely affect the Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatuto Social, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owners Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares or of the Deposited Securities represented thereby are listed, at least two business days prior to the date of such meeting, the Depositary shall shall, if requested in writing by the Company Company, deliver to the CompanyCompany as promptly as practicable, to the attention of its Secretary, copies of all instructions received from Owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Article (16). 17.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail distribute to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) a summary in English of such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican French law and of the Estatutosstatuts of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided instructions. In accordance with French law and the statuts of the Company, Shares held in registered form that have been registered in the following sentencename of the same holder for at least two (2) years will be entitled to double voting rights. If Similarly, American Depositary Shares that have been evidenced by Receipts registered in the name of the same Owner for at least two (2) years or more and represent Shares held in registered form that have been registered in the name of the same holder (i.e. the Depositary) for at least two (2) years will be eligible for double voting rights. In order to have double voting rights, each Owner of American Depositary Shares must (i) the Company notified request in writing that the Depositary of the shareholders’ meeting and requested the hold Shares represented by such American Depositary to act under the first sentence of this Section 4.07 Shares in registered form and (ii) must hold its Receipts evidencing such American Depositary Shares in registered form for at least two (2) years (i.e., registered in the name of the same holder in the books of the Depositary) during which time such Shares are held in registered form by the Depositary. No other American Depositary Shares will be entitled to double voting rights. Notwithstanding anything in this Article to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate. The Depositary will take no instructions are received action to impair the ability of the Custodian to vote the number of Shares (including the Shares held by the Depositary from any Owner with respect in registered form) necessary to a number carry out the instructions of Deposited Securities represented by that Owner’s American all Owners under this Article. The Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 will not be deemed given and no such discretionary proxy shall be given with respect subject to any matter as to which potential liability arising from voting on the Company informs ground that the voting arrangement set forth in this Deposit Agreement violates any French law. The Depositary (and will send the Company agrees to provide such information promptly in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially and adversely affects the rights notice of any meeting of holders of SharesShares or other Deposited Securities in the manner and on the terms set out in this Article. There can be is no assurance guarantee that Owners generally or any Owner in particular will receive the notice described above with sufficient time to enable such Owner to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the preceding paragraph sufficiently prior Deposit Agreement or any Receipt, the Depositary may, to the Instruction Date to ensure that extent not prohibited by law or regulations, or by the Depositary will vote requirements of the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities stock 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 Owners 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 are listed, in lieu of instructions will be made at the expense distribution of the Company materials provided that payment of such expense shall not be a condition precedent to the obligations Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicizes 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 Depositary under this Section 4.07materials).

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyCompany (but without prejudice to the right of Owners hereunder to receive information, copies of reports and notices made generally available by the Company to holders of its Shares of furnished by the Company to the Depositary for this purpose), the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained a copy or summary in such English of the notice of meetingsuch meeting sent by the Company to the Depositary pursuant to Section 5.6 of the Deposit Agreement, and (b) a statement that the Owners and holders of Receipts as of the close of business on a specified record date established by the Depositary pursuant to Section 4.6 of the Deposit Agreement will be entitled, subject to any applicable provision provisions of Mexican law and French law, the statuts of the Estatutos, Company and the Deposited Securities to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective such Owner's American Depositary Shares Shares, (c) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give such instructions, (d) a voting instruction card prepared by the Depositary and the Company (a "Voting Instruction Card") and (ce) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given, including an express indication that or deemed given in accordance with the the following paragraph, if no instruction is received, received or if the Depositary may deem such Owner to have instructed the Depositary to give receives improperly completed voting instructions or a discretionary proxy to a person designated by the Company with respect to such Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record dateblank proxy, received on or before and setting forth the date established by the Depositary for the receipt of such instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not the Owners of the Receipts evidencing those American Depositary Shares is that those holders arrange for deposit in a blocked account established for that purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders’ meeting) until the completion of the meeting (the “Instruction DateBlocked Period”). The Depositary shall use its reasonable efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Owners exercising voting rights shall instruct the Depositary not to transfer their Receipts, and the Depositary shall not transfer those Receipts during the Blocked Period. Upon receipt by the Depositary of a properly completed Voting Instruction Card from an Owner of a Receipt voting instructions, on or before the Receipt Date, the Depositary shall either, in its discretion, vote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practicablepracticalpracticable and permitted under any applicable provisions of French law and, the statuts of the Company and the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities deposited securities represented by those the American Depositary Shares evidenced by such ReceiptDeposited Securities in accordance with the any non-discretionarynondiscretionary instructions set forth on the Voting Instruction Card. in such request. The Depositary 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. The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares necessary to carry out the instructions of all Owners. The Depositary will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instructions Card is improperly completed or in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear or deemed instructions. If the Depositary receives improperly completed voting instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no receives a blank proxy or does not receive instructions are received by the Depositary from any an Owner with respect to a number any of the Shares or other Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Receipt Date, the Depositary shall will, insofar as permitted under any applicable provisions of French law, the statuts of the Company and the Deposited Securities, deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number vote such Deposited Securities in favor of the resolutions presented or approved by the board of directors of the Company and against any other resolution not so presented or approved. The Company shall designate a person to vote such Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be given as provided in the preceding sentence, in accordance with respect French law. The Depositary will not charge any fees to the Owners in connection with the foregoing transactions to enable any matter as Owner exercise its voting rights hereunder or under the Deposit Agreement. Notwithstanding anything in the Deposit Agreement to which the Company informs contrary, the Depositary (and the Company agrees may, upon notice to provide such information promptly in writingall Owners, if applicable) that (x) the Company does not wish such proxy givenmodify, (y) substantial opposition exists amend or (z) materially and adversely affects the rights of holders of Shares. There can adopt additional voting procedures from time to time as they determine may be no assurance that Owners generally necessary or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior appropriate to the Instruction Date to ensure that the Depositary will vote the Shares comply with French or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares United States law or the Deposited Securities represented thereby are listed, at least two business days prior to the date statuts 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican South African law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of timely receives voting instructions from an Owner that fail to specify the shareholders’ meeting and requested manner in which the Depositary is to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from vote as to any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Dateresolution, the Depositary shall will deem that such Owner (unless otherwise specified in the notice distributed to Owners) to have instructed the Depositary toto vote in favor of that resolution. The Depositary has been advised by the Company that under South African law and the Memorandum and Articles of Association, 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 Owners. If voting takes place at a shareholders’ meeting by show of hands as to any resolution and the Depositary has been instructed by Owners to vote as to that resolution, the Depositary will endeavor to vote or cause to be voted all the Deposited Securities in accordance with the instruction given by a majority in number of American Depositary Shares as to which the Depositary has received instructions. Notwithstanding anything else contained in this Section 4.07, the Depositary shall, give a discretionary proxy to a person designated if so requested in writing by the Company with Company, represent all Deposited Securities (whether or not voting instructions have been received in respect to that number of such 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 Securities from Owners) for 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights sole purpose of holders establishing a quorum at a meeting of Sharesshareholders. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under The Shares do not entitle holders thereof to vote on matters presented to a vote of stockholders of the Company except in very limited circumstances as provided in the Company's bylaws ’s Estatutos Social. With respect to matters as in effect as of the date of this Deposit Agreement, to which holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to voteany time, the following voting provisions apply. Upon receipt of notice of any meeting of holders Beneficial Owners of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatutos Social of the Company and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their such Owner's respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with the second paragraph of Section 4.07 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable and permitted under applicable laws and the provisions of the Estatutos Social of the Company and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the any non-discretionary instructions set forth in such request. The Depositary shall not vote or attempt request including such Owner's instruction to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to and the Depositary shall not, and the Depositary shall ensure that number each Custodian or any of its nominees shall not, exercise any voting discretion over any 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance If after complying with the provisions procedures set forth in this Article, the preceding paragraph. Subject to Depositary does not receive instructions from the rules Owner of any securities exchange a Receipt on which American Depositary Shares or the Deposited Securities represented thereby are listed, at least two business days prior to before the date of established by the Depositary for such meetingpurpose, the Depositary shall if requested by give a discretionary proxy for the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners 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 Receipt to a person designated by the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Company.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Scots law and of the Estatutosarticles of association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request, including an express indication that, if the Depositary does not receive instructions, it may deem instructions to have been given under the last sentence of this paragraph to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on that record date, received on or before the date established by the Depositary for the purpose, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or as provided in deemed received under the following sentence. If (i) the Company notified made a request to the Depositary of the shareholders’ meeting and requested the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the last paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from any an Owner with respect to a number an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s American Depositary Shares Receipts on or before the Instruction Datedate established by the Depositary for that purpose, the Depositary shall deem that Owner to have instructed the Depositary toto give, and the Depositary shallshall give, give a discretionary proxy to a person designated by the Company with respect to that number amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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 that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy givento 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 In order to give Owners generally or any Owner in particular will receive a reasonable opportunity to instruct the notice described in the preceding paragraph sufficiently prior Depositary as to the Instruction Date exercise of voting rights relating to ensure that Deposited Securities, if the Company requests the Depositary will vote to act under the Shares first sentence of Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of the meeting or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. 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 solicitation not less than 30 days prior to the meeting 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07date for giving proxies or consents.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyCompany in a timely manner (the Depositary having no obligation to take any 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, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the Estatutosarticles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 instructions. There can be no assurance that Owners generally or as provided any Owner in particular will receive the notice described in the following sentencepreceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. 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 American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company notified the Depositary of the shareholders’ meeting and requested instructed the Depositary to act under the first sentence of this Section 4.07 of the Deposit Agreement, (ii) the Company gave the Depositary notice of the meeting and details of the matters to be voted upon at least 30 days prior to the meeting date and (iiiii) no instructions are received by the Depositary from any Owner a Holder with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares of that Holder on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner Holder to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that number 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 In order to give Owners generally or any Owner in particular will receive a reasonable opportunity to instruct the notice described in the preceding paragraph sufficiently prior Depositary as to the Instruction Date exercise of voting rights relating to ensure that Deposited Securities, if the Company will request the Depositary will vote to act under Section 4.7 of the Shares or Deposited Securities in accordance with Deposit Agreement, the provisions set forth in Company shall give the preceding paragraph. Subject to the rules Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 days prior to the date of such meetingmeeting date. Notwithstanding anything else contained herein, the Depositary shall shall, if so requested in writing by the Company deliver to the Company, to the attention of its Secretary, copies of represent all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by (whether or not voting instructions have been received in respect of such Receipts at such meeting. Delivery of instructions will be made at the expense Deposited Securities from Holders as of the Company provided that payment record date) for the sole purpose of such expense shall not be establishing quorum at a condition precedent to the obligations meeting of the Depositary under this Section 4.07shareholders.

Voting of Deposited Securities. Under As soon as practicable after receipt of notice of any meeting at which the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders vote, or of Deposited Securities (including Owners) are not entitled to attend solicitation of consents or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of proxies from holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners Holders of American Depositary Shares evidenced by Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain contain: (a) a summary of such information as is contained in such notice of meeting, and (b) a statement that the Holders or Beneficial Owners as of at the close of business on a specified the record date established pursuant to Section 4.07 will be entitled, subject to any applicable provision law, the Articles of Mexican law Association and By-Laws of the EstatutosCompany and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares evidenced by their respective Receipts, and (c) a brief statement as to the manner in which such instructions may be given, given including an express indication that if no instruction is received, the Depositary may deem such Owner instructions maybe given to have instructed the Depositary to give a discretionary proxy with full power of substitution to the Chairman of the Board of Directors of the Company or a person designated by the Company with respect Chairman of the Board of Directors of the Company. Subject to such Deposited Securities. Upon the provisions of this Section 4.08, upon the written request of an a Holder or Beneficial Owner of American Depositary Shares on such record date, date received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicablepracticable and permitted under applicable law and the provisions of the Articles of Association and By-Laws of the Company and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 Holder's Receipts at in accordance with any instructions set forth in such meetingrequest. Delivery .The Depositary agrees not to, and shall instruct the Custodian and each of its nominees, if any, not to, vote, attempt to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by an American Depositary Receipt other than in accordance with such written instructions will be made at from the expense of Holders or Beneficial Owners. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. Shares or other Deposited Securities for which no specific voting instructions are received by the Company provided that payment of such expense Depositary from the Holder or Beneficial Owner shall not be a condition precedent voted. The Company's Articles of Association and By-Laws as of the date hereof provide that resolutions put to the obligations vote of shareholders at a meeting are decided by a show of hands of those shareholders physically present at the meeting (unless a poll is validly demanded). On a show of hands, each shareholder present may exercise one vote regardless of the number of votes held by such shareholder. The Company's Articles of Association and By-Laws permit certain persons to demand a vote by poll either before or on the declaration of the result of the show of hands. As of the date hereof, these persons are (i) the chairman of the meeting, (ii) any three shareholders present at the meeting in person or by proxy, (iii) any shareholder (or shareholders) present at the meeting in person or by proxy and representing at least one-tenth of the total voting rights of the shareholders entitled to vote at the meeting and (iv) any shareholder (or shareholders) present at the meeting in person or by proxy and holding shares representing at least one-tenth of the total paid-up share capital of the Company. If a vote by poll is held, each shareholder who is either physically present at the meeting or is not physically present but is voting by proxy has one vote per share; any shareholder so entitled to more than one vote need not cast all of its votes in the same manner. For purposes of the Company's Articles of Association and By-Laws, a shareholder that is a body corporate may appoint an authorized representative to attend the meeting through which the shareholder is effectively treated as being physically present. The foregoing is only a summary of certain provisions of the Company's Articles of Association and By-Laws and is qualified in its entirely by the full text of such Articles of Association and By-Laws, which are available for inspection at the office of the Depositary. The Depositary may (but shall not be required to) send a representative to meetings of the Company's shareholders. If a representative of the Depositary under this Section 4.07is present at a meeting of the Company's shareholders, and a vote by poll is demanded, the Depositary intends to support such demand. However, in the event no such motion is made, and such vote is therefore conducted by a show of hands, the Depositary shall cause the Deposited Securities represented by the American Depositary Shares to be voted in accordance with the majority vote of the written instructions of the Holders or Beneficial Owners timely received by the Depositary from such Holders or Beneficial Owners. In the event of a vote conducted by poll, the Depositary shall cause to be voted the Deposited Securities represented by the American Depositary Shares in accordance with instructions set forth in the written requests of the Holders or the Beneficial Owners. Among companies organized in Hong Kong with Articles of Association and By-Laws similar to those of the Company, votes by poll have been relatively rare. Consequently, a Holder may be unable as a practical matter to have its voting preferences expressed at a meeting of the Company's shareholders unless it withdraws from the deposit facility the Shares represented by the American Depositary Shares of such Holder (and pays the requisite fees for such withdrawal), causes the Shares to be registered in the Holder's name and attends (or sends a representative to) the meeting. Holders may receive insufficient notice of a meeting to permit such withdrawal and registration of the Shares prior to the record date for the meeting.

Voting of Deposited Securities. Under the Company's bylaws as in effect The parties acknowledge that, as of the date of this Deposit Agreement, the holders of Shares do not have any voting rights except in certain circumstances as provided under Brazilian corporate law. If the holders of Shares acquire voting rights on the occurrence of circumstances referred to in the last sentence or the terms of the Shares are entitled amended to vote only in limited circumstances. Holders give voting rights to holders of Shares or other Deposited Securities (including Owners) are not entitled to attend or address meetings Securities, the following provisions shall apply: Table of shareholders at which they are not entitled to vote. Upon Contents As soon as practicable after receipt from the company of a notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or if requested by the Company a summary of such information provided by the Company), and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosBylaws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Cutoff Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary toto give, and if requested in writing by the Depositary shallCompany, give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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 writinginformation, if applicable, as promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (zy) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall if requested by the Company deliver, at least two business days 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 Owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to the Deposited Securities, the Company shall, to the extent practicable, give the Depositary notice of any such meeting not less than 30 days prior to the meeting date. There can be no assurance that Owners and Beneficial Owners will receive notice of a meeting of holders of Deposited Securities in respect of which Owners would be entitled to instruct the Depositary under Section 4.074.07 of the Deposit Agreement in time to permit Owners to provide voting instruction to the Depositary by the Cutoff Date.

Voting of Deposited Securities. Under the Company's bylaws as in effect The parties acknowledge that, as of the date of this Deposit Agreement, the holders of Shares do not have any voting rights except in certain circumstances as provided under Brazilian corporate law. If the holders of Shares acquire voting rights on the occurrence of circumstances referred to in the last sentence or the terms of the Shares are entitled amended to vote only in limited circumstances. Holders give voting rights to holders of Shares or other Deposited Securities (including Owners) are not entitled to attend or address meetings Securities, the following provisions shall apply: As soon as practicable after receipt from the Company of shareholders at which they are not entitled to vote. Upon receipt of a notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or if requested by the Company a summary of such information provided by the Company), and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosBylaws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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 SecuritiesCompany, if so requested by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Cutoff Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary toto give, and if expressly requested in writing by the Depositary shallCompany, give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except provided that no such instruction shall be deemed given and no such discretionary proxy shall be given given, with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information information, if applicable, as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (zy) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Table of Contents Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall if requested by the Company deliver, at least two business days 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 Owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to the Deposited Securities, the Company shall, to the extent practicable, give the Depositary notice of any such meeting not less than 30 days prior to the meeting date. There can be no assurance that Owners and Beneficial Owners will receive notice of a meeting of holders of Deposited Securities in respect of which Owners would be entitled to instruct the Depositary under this Section 4.074.07 in time to permit Owners to provide voting instructions to the Depositary by the Cutoff Date. Nothing in this Agreement shall be construed as an obligation of the Company to the Depositary, the Owners or any other person related thereto to either: (i) inform the Depositary or the Owners of their voting rights or any circumstances in which such rights may be exercised, unless similar information is given by publication or otherwise to the other owners of Shares; or (ii) unless expressly requested by the Company, appoint or designate a proxy, or give any instructions to vote the Deposited Securities.

Voting of Deposited Securities. Under the Company's bylaws The CPO Trust Agreement, as in effect as of on the date of this Deposit Agreement, does not give holders of Shares are entitled CPOs the right to instruct the CPO Trustee how to vote the underlying Shares. Therefore, the three following paragraphs apply only if there is a meeting of holders of CPOs or there is a change in limited circumstances. Holders the CPO Trust Agreement that otherwise gives holders of Deposited Securities (including Owners) are not entitled voting rights or rights to attend or address meetings of shareholders at which they are not entitled give instructions how to votevote securities underlying the Deposited Securities. Upon receipt from the Company or the CPO Trustee of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, fix a record date as provided in Section 4.06 and mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company or the CPO Trustee, and (bii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of or the EstatutosBylaws or the CPO Trust Agreement, to instruct the Depositary as to the exercise of the voting rights, or right to give voting instructions, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (ciii) a 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. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary may shall endeavor, insofar as practicable, to vote or cause to be voted or to give voting instruction with respect to the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. If such instructions are set forth, the Depositary shall not vote or attempt to exercise the right to vote that attaches to those 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, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote or give voting instructions with respect to such Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as ; provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) such proxy would materially and adversely affects affect the rights of holders of SharesSharesCPOs. There can be no assurance that Owners generally or any Owner in particular will receive In the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure event that the Company does so inform the Depositary will in writing of the existence of any of the foregoing circumstances (x), (y) or (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or give voting instructions with respect to or cause the Shares Custodian to vote or give voting instructions with respect to such Deposited Securities in accordance with the provisions set forth in same manner as holders of the preceding paragraphmajority of the class of Deposited Securities voted at the relevant meeting. Subject to the rules of any securities exchange or market on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or traded, at least two business days (2) Business Days prior to the date of such meetingmeeting or date for giving such instructions, the Depositary shall if requested by the Company deliver to the Company, to the attention of its Secretarysecretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, or give voting instructions with respect to, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meetingSecurities. Delivery of instructions will be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this section. Whenever any Owner gives a notice to the Depositary containing a request for a meeting of holders of CPOs concerning any business of the CPO Trust or at which holders of CPOs may be entitled to vote, the Depositary shall give or cause to be given notice to the Common Representative containing such request in the same form as provided in the notice from such Owner. Such notice shall state that it is given in the Depositary’s capacity as the holder of that number of CPOs represented by the American Depositary Shares evidenced by the Receipts held by such Owner. There can be no assurance that Owners generally or any Owner in particular will receive the notice required by this Section 4.07 sufficiently prior to the date established by the Depositary to ensure that the Depositary will be able to vote or give voting instructions with respect to the Deposited Securities in accordance with this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice or solicitation of meetingconsents or proxies received by the Depositary, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law the laws of Israel and of the EstatutosMemorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with this Article 16 and Section 4.7 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, endeavor insofar as practicablepracticable and subject to the applicable provisions of law, the Deposit Agreement and the Company's Memorandum and Articles of Association, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the any non-discretionary instructions set forth in such request. The Depositary shall not vote Company agrees, without increasing its obligations or attempt to exercise the right to vote that attaches potential liability to the Owners and holders of Receipts or the Depositary under the Deposit Agreement , to provide notice, to the extent practicable, of any meeting of the holders of Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified Securities to the Depositary sufficiently in advance of the shareholders’ such meeting and requested in order to enable the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from vote or cause to be voted any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions terms and conditions of Section 4.7 of the Deposit Agreement. TheExcept as set forth in on the preceding paragraph. Subject to the rules last paragraph 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.4.7

Voting of Deposited Securities. Under Each of the Company's bylaws Class B shares entitles the holder thereof to cast one vote at any shareholder's meeting. Class A and Class B shares shall normally vote as in effect as one class at any shareholders' meeting provided that any resolutions affecting the respective rights of particular classes must be approved separately by the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to votequorum and majority requirements established by law for each class. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders a notice, the form of which notice shall be in approved by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners Holders as of the close of business on a specified record date will be entitled, subject to any applicable provision Luxembourg law, the Articles of Mexican law Incorporation and the provisions of or governing the EstatutosDeposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for such purpose purpose, (the “"Instruction Date”), ") the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner Holder with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Holder's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner such Holder to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to the Chairman of the Board of Directors of the Company or to a person designated by the Company with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to the Chairman of the Board of Directors of the Company or to a person designated by the Company to vote such Deposited Securities, except 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial shareholder opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners Holders generally or any Owner Holder in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in approved of by the sole discretion of the Depositary, Issuer which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the EstatutosMemorandum and Articles of Association of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, 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, the Depositary may 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 SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Date, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares Units or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosArticles of Association of the Company and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares Units or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with the second paragraph of Section 4.07 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable and permitted under applicable laws and the provisions of the Articles of Association of the Company and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares Units or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the any nondiscretionary instructions set forth in such request. The Depositary shall not vote or attempt request including their instruction to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to and the Depositary shall not, and the Depositary shall ensure that number each Custodian or any of its nominees shall not, exercise any voting discretion over any Deposited Securities. If the Company requested the Depositary to act under the preceding paragraph and gave the Depositary notice of the meeting and details of the matters to be voted upon at least 30 days prior to the meeting date, except but the Depositary does not receive instructions from the Owner of American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall give a discretionary proxy for the amount of Units represented by those American Depositary Shares to a person designated by the Company, 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 Issuer 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 to be 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail distribute to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) a summary in English of such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican French law and of the Estatutosstatuts of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided instructions. In accordance with French law and the statuts of the Company, Shares held in registered form that have been registered in the following sentencename of the same holder for at least two (2) years will be entitled to double voting rights. If Similarly, American Depositary Shares that have been evidenced by Receipts registered in the name of the same Owner for at least two (2) years or more and represent Shares held in registered form that have been registered in the name of the same holder (i.e. the Depositary) for at least two (2) years will be eligible for double voting rights. In order to have double voting rights, each Owner of American Depositary Shares must (i) the Company notified request in writing that the Depositary of the shareholders’ meeting and requested the hold Shares represented by such American Depositary to act under the first sentence of this Section 4.07 Shares in registered form and (ii) must hold its Receipts evidencing such American Depositary Shares in registered form for at least two (2) years (i.e., registered in the name of the same holder in the books of the Depositary) during which time such Shares are held in registered form by the Depositary. No other American Depositary Shares will be entitled to double voting rights. J.X.Xxxxxx Notwithstanding anything in this Article to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate. The Depositary will take no instructions are received action to impair the ability of the Custodian to vote the number of Shares (including the Shares held by the Depositary from any Owner with respect in registered form) necessary to a number carry out the instructions of Deposited Securities represented by that Owner’s American all Owners under this Article. The Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 will not be deemed given and no such discretionary proxy shall be given with respect subject to any matter as to which potential liability arising from voting on the Company informs ground that the voting arrangement set forth in the Deposit Agreement violates any French law. The Depositary (and will send the Company agrees to provide such information promptly in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially and adversely affects the rights notice of any meeting of holders of SharesShares or other Deposited Securities in the manner and on the terms set out in this Article. There can be is no assurance guarantee that Owners generally or any Owner in particular will receive the notice described above with sufficient time to enable such Owner to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the preceding paragraph sufficiently prior Deposit Agreement or any Receipt, the Depositary may, to the Instruction Date to ensure that extent not prohibited by law or regulations, or by the Depositary will vote requirements of the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities stock 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 Owners 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 are listed, in lieu of instructions will be made at the expense distribution of the Company materials provided that payment of such expense shall not be a condition precedent to the obligations Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicizes 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 Depositary under this Section 4.07materials).

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer in a timely manner and at the Issuer's expense and provided no U.S. legal prohibitions exist, the Depositary shall, as soon as practicable thereafter, mail or otherwise distribute to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and the articles of association of the EstatutosIssuer or similar document, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Owner’s Receipts in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject ; provided that the Depositary having no obligation to take any further action unless the rules Issuer shall give the Depositary notice of any securities exchange on which American Depositary Shares such meeting or the Deposited Securities represented thereby are listed, at least two business solicitation not less than 30 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07applicable date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or solicitation of consent proxies or other Deposited Securities, if requested in writing by the CompanyIssuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole reasonable discretion of the Depositary, in a form approved by the Issuer which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law applicable laws, regulations and stock exchange requirements, and the Articles of Incorporation and By-laws of the EstatutosIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may must be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian and any of their nominees shall not, (i) 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 instructions, or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from exercise any Owner with voting rights in respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 for which no voting instructions received from Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07have been received.

Voting of Deposited Securities. Under The Shares do not entitle holders thereof to vote on matters presented to a vote of stockholders of the Company except in very limited circumstances as provided in the Company's bylaws ’s Estatutos Social. With respect to matters as in effect as of the date of this Deposit Agreement, to which holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to voteany time, the following voting provisions apply. Upon receipt of notice of any meeting of holders Beneficial Owners of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosEstatutos Social of the Company and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their such Owner’s respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with the second paragraph of Section 4.07 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable and permitted under applicable laws and the provisions of the Estatutos Social of the Company and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the any non-discretionary instructions set forth in such request. The Depositary 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 request including such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner instruction to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to and the Depositary shall not, and the Depositary shall ensure that number each Custodian or any of its nominees shall not, exercise any voting discretion over any 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance If after complying with the provisions procedures set forth in this Article, the preceding paragraph. Subject to Depositary does not receive instructions from the rules Owner of any securities exchange a Receipt on which American Depositary Shares or the Deposited Securities represented thereby are listed, at least two business days prior to before the date of established by the Depositary for such meetingpurpose, the Depositary shall if requested by give a discretionary proxy for the Company deliver to the Company, to the attention of its Secretary, copies of all instructions received from Owners 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 Receipt to a person designated by the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07Company.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders holders, or solicitation of consent or proxies from, of Shares or other Deposited Securities, if requested unless instructed otherwise in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, in such form as approved by the form of which notice shall be in the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting, and or solicitation of consents or proxies, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provision provisions of Mexican law South African law, of the Deposited Securities and this Deposit Agreement and of the EstatutosMemorandum and Articles of Associationof Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, will be deemed given in accordance with the second paragraph of this Section 4.07 if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written (or deemed) request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities the right to receive which is represented by those the American Depositary Shares evidenced by such Owner's Receipt in accordance with the any instructions set forth in such request. The Depositary shall not not, and the Depositary shall ensure that each Custodian or any of its nominees 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 as provided in the following sentenceinstructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no does not receive instructions are received by the Depositary from any an Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Datedate established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to vote the underlying Shares, provided that number of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be deemed given with respect to any matter as to which the Company informs the Depositary (and in writing at the Company agrees time notice of any meeting or solicitation of consents or proxies is received by the Custodian to provide such information promptly in writing, if applicable) the effect 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosMemorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, including an express indication that if no instruction is receivedreceived on or before the date established by the Depositary for such purpose, the Depositary may shall endeavor in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. If the Depositary does not receive any such instructions from an Owner 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, Issuer to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote underlying Shares; provided however, that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 Issuer informs the Depositary (and the Company agrees to provide such information promptly in writing, if applicable) that (xi) the Company Issuer does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07materially and adversely affected.

Voting of Deposited Securities. Under the Company's bylaws Except as in effect as contemplated by Section 2.11 of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the CompanyDepositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof, and the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting (or solicitation of consent or proxy) received by the Depositary from the Company, and (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Mexican law the laws of the Russian Federation, the terms of the Deposit Agreement and of the Estatutoscharter of 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Except as contemplated by Section 2.11 of the Deposit Agreement, including an express indication that if no instruction is received, the Depositary may 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. Upon upon the written request of an Owner a Holder of American Depositary Shares on a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall (subject to Paragraph 18) endeavor, insofar as practicablepracticable and as permitted by the laws of the Russian Federation and the charter of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary shall not vote or attempt nor the Custodian shall, under any circumstances, exercise any discretion as to exercise the right voting, grant any proxy of power of attorney to another person to vote Shares or other Deposited Securities represented by American Depositary Shares in such other person's discretion, vote any Shares or other Deposited Securities other than an integral number thereof, or vote Shares or other Deposited Securities in a manner that attaches to the would be inconsistent with applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, . Shares or other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented evidenced by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary Receipts for which no specific voting instructions have been received shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with not be voted. Instructions in respect to that number of Deposited Securities, except that no such instruction any ADS 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, have been received only if applicable) 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. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities received in accordance with the provisions set forth in terms of the preceding paragraphDeposit Agreement and of this Receipt. Subject The Company has agreed that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, its obligations under this Paragraph 16, and provide timely notice to the rules Depositary which will enable the timely notification of Holders as to any securities exchange on which American Depositary Shares change in applicable law or the Deposited Securities represented thereby are listed, at least two business days prior to Company's charter resulting in limitations on 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 Owners 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 a condition precedent to the obligations ability of the Depositary under this Section 4.07to vote a particular ADS according to the voting instructions received in regard to such ADS.

Voting of Deposited Securities. Under the Company's bylaws as in effect as As of the date of this the Deposit Agreement, the Shares do not give the holders of Shares are entitled to vote only thereof any voting rights, except in certain limited circumstances. Holders If in the future the terms of Deposited Securities (including Owners) are not entitled the Shares should be revised or amended to attend provide for voting rights, or address meetings of shareholders at which they are not entitled to vote. Upon should such Shares otherwise obtain any voting rights, then, upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosBy-laws (Estatuto Social) of the Company and the provisions of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with the second paragraph of Section 4.07 of the Deposit Agreement if no instruction is received, the Depositary may 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 SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable and permitted under applicable laws and the provisions of the By-laws (Estatuto Social) of the Company and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the any nondiscretionary instructions set forth in such request. The Depositary shall not vote or attempt request including their instruction to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company and the Depositary shall not, and the Depositary shall ensure that the Custodian or any of its nominees shall not, exercise any voting discretion over any Deposited Securities. If after complying with respect the procedures set forth in this Article, the Depositary does not receive instructions from the Owner of a Receipt on or before the date established by the Depositary for such purpose, the Depositary shall give a discretionary proxy for the Shares evidenced by such Receipt to that number a person designated by the Company. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to 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 if the Company informs will request the Depositary (and to act under Section 4.07 of the Deposit Agreement, the Company agrees shall use reasonable efforts to provide give the Depositary notice of any such information promptly in writing, if applicable) that (x) meeting and details concerning the Company does matters to be voted upon not wish such proxy given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently less than 30 days prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphmeeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or quoted, the Depositary shall, if requested by the Company deliver, at least two business days (2) 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 Secretarythe [Chief Financial Officer and General Counsel], copies of all instructions received from Owners 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 (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of any such expense by the Company shall not be a condition precedent to the obligations of the Depositary under this Section 4.074.07 of the Deposit Agreement.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Brazilian law and of the EstatutosBy-laws of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a 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, the Depositary may 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 SecuritiesIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “"Instruction Date”"), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under Brazilian law and the By-laws of the Issuer, to vote or cause to be voted the amount of Shares or and/or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company Issuer with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company Issuer 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Issuer will request the Depositary to act under this Section 4.7, the Issuer shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 days prior to the date meeting date. Owners 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 Owners 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 not be entitled to attend shareholders’ meetings, but will be made at entitled to instruct the expense of Depositary in the Company provided that payment of such expense shall not be a condition precedent manner set forth above as to the obligations manner of voting the Shares represented by American Depositary under this Section 4.07Shares at any shareholders’ meeting.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Rio Tinto Shares or other Deposited Securities, if unless otherwise requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting and in any related material supplied by the Company to the Depositary, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican English law and of the EstatutosArticles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Rio Tinto Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Rio Tinto Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not, and the Depositary shall ensure that the Custodian, and the nominee(s) of the Depositary or the Custodian shall not, vote or attempt to vote or exercise or attempt to exercise any other rights in respect of Deposited Securities, other than in accordance with the prior written instructions of the Owners of Receipts therefor, and shall not vote or attempt to exercise the right to vote that attaches or exercise or attempt to the exercise any other right attaching to Rio Tinto Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) Securities if no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before such securities. If practicable, upon the Instruction DateCompany's request, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by advise 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules tabulations of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, at such instructions it has received. At least two business (2) days prior to the date of such meeting, the Depositary shall if requested by advise the Company deliver to in writing of the Company, to tabulations of the attention of its Secretary, copies of all instructions received from Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07Receipts.

Voting of Deposited Securities. Under the Company's bylaws As soon as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon practicable after receipt of notice of any meeting of holders of Deposited Securities, the Depositary will mail to the Holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, will mail to the Owners Holders a notice, the form of notice which notice shall be in the sole discretion of the Depositary, which shall will contain (a) such information as is contained in such notice of meeting, meeting and (b) a statement that the Owners as Holders of Receipts at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Mexican law and applicable provisions of and governing the EstatutosDeposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective number of American Depositary Shares Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, will endeavor insofar as practicablepracticable and permitted under any applicable provisions of law and applicable provisions of or governing the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 Holders=s Receipt or Receipts at in accordance with any nondiscretionary instructions set forth in such meetingrequest. Delivery of The Depositary will not vote any Deposited Securities represented by the American Depositary Shares evidenced by this Receipt except in accordance with written instructions will be made at from the expense of the Company provided that payment of Holder entitled hereunder to give such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07instructions.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a noticenotice (the “Solicitation”), the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican the law of the Russian Federation and of the EstatutosCharter of the Company, to instruct the Depositary as to the exercise of the voting rightsrights (or to request a voting proxy from the Depositary, the execution and delivery of such proxy to be at the expense of the requesting Owner and such request to be given to the Depositary in writing and sufficiently in advance of the date of any meeting of holders of Shares), if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary may 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. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by respective Receipt only in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary Depositary, following the Solicitation, from any Owner with respect to a number any of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 Owner's Receipts at on or before the date established by the Depositary for such meeting. Delivery of instructions will be made at the expense of the Company provided that payment of purpose, such expense Deposited Securities shall not be voted at the meeting. There can be no assurance that the Depositary will be able to process a condition precedent request for a voting proxy sufficiently prior to the obligations date of any meeting to ensure that the Depositary under this Section 4.07Owner receives such voting proxy prior to the meeting.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law the laws of the United Kingdom and of the EstatutosArticles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be givengiven to the Depositary, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person or persons designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, unless not permitted under applicable law, the provisions of the Articles of Association of the Company or the provisions of the Deposited Securties, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentence. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject In order to give Owners a reasonable opportunity to instruct the Depositary as to the rules exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.7, the Company shall give the Depositary notice of any securities exchange on which American Depositary Shares or such meeting and details concerning the Deposited Securities represented thereby are listed, at least two business matters to be voted upon not less than 30 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07meeting date.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Company, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the EstatutosArticles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary does not receive an instruction from an Owner it may deem such that Owner to have instructed it, in accordance with the Depositary last sentence of this paragraph, to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesCompany. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by the Company with respect to that number of such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, except 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, 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 Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary which shall consult with the Company, as to the form of such notice, which notice shall contain (a) such information as is contained in such notice of meeting, and (provided that in the event the Depositary shall summarize such information as is contained in the notice of meeting, such summary shall be approved by the Company) (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Bermuda law and of the EstatutosBye-laws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesBoard of Directors of the Company. Upon the written request of an Owner a Holder of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise If after complying with the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided procedures set forth in the following sentence. If (i) the Company notified above paragraph the Depositary does not receive instructions from the Holder of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares Receipt on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, will give a discretionary proxy for the Shares evidenced by such Receipt to a person designated by the Company with respect to that number Board 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights Directors of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders a notice, the form of which notice shall be in the sole discretion of the DepositaryDepositary which shall consult with the Company as to the form of such notice, which notice shall contain (a) such information as is contained in such notice of meeting (provided that in the event the Depositary shall summarize such information as in contained in the notice of meeting, and such summary shall be approved by the Company), (b) a statement that the Owners Holders as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Bermuda law and of the EstatutosBye-laws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary instructions may deem such Owner be given to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited SecuritiesBoard of Directors of the Company. Upon the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary 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 as provided in the following sentenceinstructions. If (i) after complying with the Company notified procedures set forth in this Section the Depositary does not receive instructions from the Holder of the shareholders’ meeting and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number of Deposited Securities represented by that Owner’s American Depositary Shares Receipt on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy for the Shares evidenced by such Receipt to a person designated by the Company with respect to that number Board 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 given, (y) substantial opposition exists or (z) materially and adversely affects the rights Directors of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.

Voting of Deposited Securities. Under the Company's bylaws as in effect as of the date of this Deposit Agreement, holders of Shares are entitled to vote only in limited circumstances. Holders of Deposited Securities (including Owners) are not entitled to attend or address meetings of shareholders at which they are not entitled to vote. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer in a timely manner and at the Issuer’s expense and provided no U.S. legal prohibitions exist, the Depositary shall, as soon as practicable thereafter, distribute, by mail to the extent practicable if requested by the Issuer, to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meetingmeeting received by the Depositary from the Issuer (or, and if requested by the Issuer, a summary of such information provided by the Issuer), (b) a statement that the Owners of American Depositary Shares as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican Greek law and of the EstatutosArticles of Association, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a 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, the Depositary may deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated member or members of the Board of Directors of the Issuer and (d) a statement that by instructing the Company Depositary as to the exercise of voting rights with respect to the Deposited Securities such Owner will be deemed (i) to authorize the Depositary to cause the number of Deposited Securities evidenced by the number of American Depositary Shares held by such Owner to be blocked for transfer, or to be registered on behalf of such Owner in a temporary voting account ten (10) days prior to the date on which such vote is to occur and immediately after such vote to register such Deposited SecuritiesSecurities in the name of the Depositary or the Custodian or their respective nominees, and (ii) to authorize the Issuer and the Depositary to make such other arrangements as they may deem necessary or advisable consistent with Greek law, the Articles of Association and the terms of the Deposited Securities to permit the Depositary to carry out such instructions, and (iii) to agree not to transfer, surrender or otherwise dispose of such Owner’s American Depositary Shares representing such Deposited Securities until after the date such vote is to occur; provided that this item (d) shall no longer apply in the event Greek law changes to require alternative procedures. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”)purpose, the Depositary shall endeavor, endeavor insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such requestrequest and will notify the Issuer in advance of its intentions to so vote or cause to be voted such Deposited Securities as required to preserve such voting rights. The Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall not vote or attempt to exercise the right to vote that attaches to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities, other than pursuant to and in accordance with such instructions or as provided in the following sentencedeemed instructions. If (i) the Company notified the Depositary of the shareholders’ meeting voting instructions are sought from Owners and requested the Depositary to act under the first sentence of this Section 4.07 and (ii) no instructions are received by the Depositary from any Owner with respect to a number any of the Deposited Securities represented by that Owner’s the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction Datedate established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to, and the Depositary shall, to give a discretionary proxy to a person designated by member or members of the Company Board of Directors of the Issuer with respect to that number such Deposited Securities and the Depositary shall give a discretionary proxy to a designated member or members of the Board of Directors of the Issuer to vote such Deposited Securities, except 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 Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as reasonably practicable in writing, if applicable) that (x) the Company Issuer does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares, provided further, however, that no such deemed discretion shall be provided with respect to any meeting unless and until the Depositary has received an opinion of the Issuer’s in-house legal counsel, addressed to the Depositary and in form and substance acceptable to the Depositary, at the Issuer’s sole expense, to the effect that, (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Greece, (ii) the granting of such proxy will not result in a violation of Greek law, rule, regulation or permit, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under Greek law, and (iv) the granting of such discretionary proxy will not result in the Shares represented by the ADSs being considered assets of the Depositary under Greek law. Notwithstanding anything contained in the Deposit Agreement or any Receipt the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, and subject to approval by the Issuer, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicize to Owners instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph paragraphs sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which 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 Owners 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 a condition precedent to the obligations of the Depositary under this Section 4.07.