Common use of Withdrawal of Deposited Securities Clause in Contracts

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon the written order of, any person designated in such order (a “Withdrawal Order”). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company set forth in this Section 6 shall survive the termination of this Deposit Agreement.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement a Receipt (properly endorsed in blank of such ADR (or duly executed accompanied by proper instruments of transfer thereof in blank) and , to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder’s 's written order instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities Securities, the right to receive which is represented by the ADSs American Depositary Shares evidenced by such ADR Receipt, to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a “Withdrawal Order”"New Poliza"). Directions from the Depositary to , and shall direct the Custodian to deliver make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall be given by letterso make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Office, first class airmail postage prepaidas the Holder requests, orexcept that the Depositary may, in its discretion, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, to such person or persons at any other place requested by SWIFT, cable, telex or facsimile transmissionthe Holder in such instructions. Delivery of Deposited Securities may be made by the delivery of certificates (or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder in or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any Withdrawal Order) person except pursuant to this Section 2.05 or by such other means as Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6.02. Notwithstanding any provision of this Deposit Agreement of the Receipts, the Depositary may deem practicable, including, without limitation, by transfer restrict withdrawals of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar Deposited Securities only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction I.A.(1) to Form F-6 under the termination Securities Act of this Deposit Agreement1933.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary's Office or at such other offices as it may designate, subject to the Deposit Agreement and the provisions of or governing the Deposited Securities, the Holders hereof are entitled to the Delivery of such Deposited Securities and the delivery of Transfer Documents with respect to such Deposited Securities at the time represented by this Receipt, in each case in the ADSs evidenced therebyname of such Holder or upon such Holder's order. Such Delivery and delivery, respectively, shall be at the office of the Custodian. For purposes of this Receipt, the Depositary may require proper endorsement in blank term "Delivery" shall mean, with respect to any security, either (i) the recording of transfer of such ADR security by the entity or entities required or empowered by Spanish law or (or duly executed instruments ii) in the case of securities not subject to transfer thereof in blank) by recordation, the delivery of a physical certificate representing such security, and the Holder’s written order directing term "Transfer Documents" shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the Depositary legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to cause determine all rights and privileges, including the Deposited Securities represented by the ADSs evidenced by such ADR right to receive all dividends and other distributions to be withdrawn and delivered to, paid or upon the written order of, any person designated in made available to holders of such order (a “Withdrawal Order”). Directions from the Depositary securities after such securities are deposited pursuant to the Custodian Deposit Agreement, whether or not such dividends or other distributions were declared or authorized prior to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make such Delivery at the Depositary's Office or at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this Receipt, by SWIFT, cable, telex or facsimile transmission. Delivery the Depositary may restrict withdrawals of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction IA(1) to Form F-6 under the termination Securities Act of this Deposit Agreement1933, as amended.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of Upon receipt at the Deposited Securities represented by the ADSs evidenced thereby, Depositary’s Office or at such other offices as the Depositary may require proper endorsement in blank designate of such ADR (or duly executed instruments of transfer thereof in blank) and the a Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such ADR a Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such order order, and upon the surrender, if applicable, of such Receipt (a “Withdrawal Order”properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary). Directions from , the Depositary to shall direct the Custodian to deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter, first class airmail postage prepaid, letter or, at the request, risk and expense of the Holder, by SWIFT, cable, telex telex, electronic or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Notwithstanding any Withdrawal Order) provision of this Deposit Agreement or by such other means as the Receipts, the Depositary may deem practicable, including, without limitation, by transfer restrict withdrawals of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar Deposited Securities only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction I.A.(1) of Form F-6 under the termination Securities Act of this Deposit Agreement1933.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon the written order of, any person designated in such order (a “Withdrawal Order”). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To At all times during the extent term of this Deposit Agreement and thereafter (for as long as any instructionsADSs remain outstanding), input, consent, notice and/or other actions on the part of the Company are required in order for the Company or agrees to ensure that each of its share registrar and/or and transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, instructions without any prior input, consent or notice being required from the Company or the taking any of any such other action. If the Company’s other agents. To the extent any such share registrar and/or transfer agent refuses to process any a Share transfer and/or delivery instructionsinstruction, the Company will provide all reasonable cooperation to Depositary may immediately terminate this Deposit Agreement in accordance with the Depositary in its efforts to cause such instructions to be processedprovisions of paragraph (16) hereof. The obligations of the Company set forth in this Section 6 shall survive the termination of this Deposit Agreement.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement a Receipt (properly endorsed in blank of such ADR (or duly executed accompanied by proper instruments of transfer thereof in blank) and , to the extent required by the Depositary), at the Depositary’s Office or at such other offices as it may designate, together with the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such ADR Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such order (a “Withdrawal Order”). Directions from order, the Depositary to shall direct the Custodian to deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter, first class airmail postage prepaid, letter or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder in or properly endorsed or accompanied by proper instruments of transfer. Notwithstanding any Withdrawal Order) provision of this Deposit Agreement or by such other means as the Receipts, the Depositary may deem practicable, including, without limitation, by transfer restrict withdrawals of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar Deposited Securities only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction I.A.(l) to Form F-6 under the termination of this Deposit AgreementSecurities Act to 1933. SECTION 2.06.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered to, or upon the written order of, any person designated in such order (a “Withdrawal Order”). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of (a) certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or (b) other documents evidencing title (including extracts from the Share Register) in the name of such Holder or as ordered by such other means as Holder, without unreasonable delay, at the office of the Custodian. At the request, risk and expense of the Holder, the Depositary may deem practicable, including, without limitation, by deliver Deposited Securities (other than Shares) at the Depositary’s Office. The Company shall ensure that transfer and recordation of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To Securities into the extent any instructions, input, consent, notice and/or other actions on the part name of the Company are required in order for Holder or as directed by such Holder is effected within 72 hours of the Company or its share registrar and/or transfer agent to processes Russian Share delivery instructions, the Company shall not unreasonably withhold the provision Registrar’s receipt of such instructions, input, consent or notice or documentation as may be required by applicable law and regulation and the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations and customary internal regulations of the Company set forth in this Section 6 shall survive the termination of this Deposit AgreementRussian Share Registrar, or as soon as applicable thereafter.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of Upon receipt at the Deposited Securities represented by the ADSs evidenced thereby, Depositary’s Office or at such other offices as the Depositary may require proper endorsement in blank designate of such ADR (or duly executed instruments of transfer thereof in blank) and the a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the ADSs American Depositary Shares evidenced by such ADR a Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such order order, and upon the surrender, if applicable, of such Receipt (a “Withdrawal Order”properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary). Directions from , the Depositary to shall direct the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter, first class airmail postage prepaid, letter or, at the request, risk and expense of the Holder, by SWIFT, cable, telex telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates (certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in any Withdrawal Order) or by such other means as registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited SecuritiesShares. To the extent any instructionsthe cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, input, consent, notice and/or other actions the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the part Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the Company are required in order costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall survive the termination of this Deposit Agreementnot apply to Deposited Securities that are Restricted Securities.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement a Receipt (properly endorsed in blank of such ADR (or duly executed accompanied by proper instruments of transfer thereof in blank) and , to the extent required by the Depositary), at the Depositary’s Office or at such other offices as it may designate, together with the Holder’s written order instructions, substantially in the form, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities the right to receive which is represented by the ADSs American Depositary Shares evidenced by such ADR Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such instructions, the Depositary shall request the execution of new Transfer Documents to or upon the written order of the person or persons designated in such instructions (a “Withdrawal OrderNew Transfer Documents”). Directions from the Depositary to , and shall direct the Custodian to deliver make Delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Transfer Documents, and the Custodian shall so make Delivery of such Deposited Securities and delivery of such New Transfer Documents at the office of the Custodian or at the Depositary’s Office, as the Holder requests, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make Delivery of such Deposited Securities and delivery of such New Transfer Documents, without unreasonable delay to such person or persons at any other place requested by the Holder in such instructions. The holder shall specify whether Delivery of Deposited Securities should be effected through (i) the recording of the transfer of such security by the entity or entities duly approved by Spanish law or (ii) the delivery of a physical certificate representing such Deposited Securities. Instructions of the Holder shall be given by letter, first class airmail postage prepaid, letter or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery Notwithstanding any provision of this Deposit Agreement or the receipts, the Depositary may restrict withdrawals of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction IA(1) to Form F-6 under the termination Securities Act of this Deposit Agreement1933.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of Upon receipt at the Deposited Securities represented by the ADSs evidenced thereby, Depositary's Office or at such other offices as the Depositary may require proper endorsement in blank designate of such ADR (or duly executed instruments of transfer thereof in blank) and the a Holder’s 's written order directing the Depositary to cause the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such ADR a Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such order order, and upon the surrender, if applicable, of a Receipt (a “Withdrawal Order”properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary). Directions from , the Depositary to shall direct the Custodian to deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such Deposited Securities, at the office of the Custodian, except that the Depositary may, at the request, risk and expense of the Holder, make delivery of such Deposited Securities without unreasonable delay to such person or persons at the Depositary's Office or at any other place specified by the Holder in such order. Directions shall be given by letter, letter first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder in any Withdrawal Order) or properly endorsed or accompanied by such other means as the Depositary may deem practicable, including, without limitation, by transfer proper instruments of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company set forth in this Section 6 shall survive the termination of this Deposit Agreementtransfer.

Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of Upon receipt at the Deposited Securities represented by the ADSs evidenced thereby, Depositary’s Office or at such other offices as the Depositary may require proper endorsement in blank designate of such ADR (or duly executed instruments of transfer thereof in blank) and the a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the ADSs American Depositary Shares evidenced by such ADR a Receipt to be withdrawn and delivered to, to or upon the written order of, any of the person or persons designated in such order order, and upon the surrender, if applicable, of such Receipt (a “Withdrawal Order”properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary). Directions from , the Depositary to shall direct the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter, first class airmail postage prepaid, letter or, at the request, risk and expense of the Holder, by SWIFT, cable, telex telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates (certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law law, shall be properly endorsed or accompanied by properly executed instruments of transfer ortransfer, and if such certificates may be so registered, registered in the name of such Holder Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in any Withdrawal Order) or by such other means as registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited SecuritiesShares. To the extent any instructionsthe cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, input, consent, notice and/or other actions the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the part Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the Company are required in order costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall survive the termination of this Deposit Agreement.not apply to Deposited Securities that are Restricted Securities. J.X.Xxxxxx

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s Office or at such other offices as it may designate, subject to the Deposit Agreement and the provisions of or governing the Deposited Securities, the Holders hereof are entitled to the Delivery of such Deposited Securities and the delivery of Transfer Documents with respect to such Deposited Securities at the time represented by this Receipt, in each case in the ADSs evidenced therebyname of such Holder or upon such Holder’s order. Such Delivery and delivery, respectively, shall be at the office of the Custodian. For purposes of this Receipt, the Depositary may require proper endorsement in blank term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such ADR security by the entity or entities required or empowered by Spanish law or (or duly executed instruments ii) in the case, of securities not subject to transfer thereof in blank) by recordation, the delivery of a physical certificate representing such security, and the Holder’s written order directing term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the Depositary legal transfer of tide of a security under Spanish law, and that provides all reference numbers necessary to cause determine all rights and privileges, including the Deposited Securities represented by the ADSs evidenced by such ADR right to receive all dividends and other distributions to be withdrawn and delivered to, paid or upon the written order of, any person designated in made available to holders of such order (a “Withdrawal Order”). Directions from the Depositary securities after such securities are deposited pursuant to the Custodian Deposit Agreement, whether or not such dividends or other distributions were declared or authorized prior to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make such Delivery at the Depositary’s Office or at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this Receipt, by SWIFT, cable, telex or facsimile transmission. Delivery the Depositary may restrict withdrawals of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction IA(1) to Form F-6 under the termination Securities Act of this Deposit Agreement1933, as amended.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary's Office or at such other offices as it may designate, subject to the Deposit Agreement and the provisions of or governing the Deposited Securities, the Holders hereof arc entitled to the Delivery of such Deposited Securities and the delivery of Transfer Documents with respect to such Deposited Securities at the time represented by this Receipt, in each case in the ADSs evidenced therebyname of such Holder or upon such Holder's order. Such Delivery and delivery, respectively, shall be at the office of the Custodian. For purposes of this Receipt, the Depositary may require proper endorsement in blank term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such ADR security by the entity or entities required or empowered by Spanish law or (or duly executed instruments ii) in the case of securities not subject to transfer thereof in blank) by recordation, the delivery of a physical certificate representing such security, and the Holder’s written order directing term “transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the Depositary legal transfer of title of a security under Spanish law, and that provides ail reference numbers necessary to cause determine ail rights and privileges, including the Deposited Securities represented by the ADSs evidenced by such ADR right to receive all dividends and other distributions to be withdrawn and delivered to, paid or upon the written order of, any person designated in made available to holders of such order (a “Withdrawal Order”). Directions from the Depositary securities after such securities are deposited pursuant to the Custodian Deposit Agreement, whether or not such dividends or other distributions were declared or authorized prior to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the time such securities are so deposited. At the request, risk and expense of the holder hereof, the Depositary may deliver such Transfer Documents and make such Delivery at the Depositary's Office or at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this Receipt, by SWIFT, cable, telex or facsimile transmission. Delivery the Depositary may restrict withdrawals of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction IA(l) to Form F-6 under the termination Securities Act of this Deposit Agreement1933, as amended.

Withdrawal of Deposited Securities. In Upon surrender of American Depositary Shares at the PrincipalOffice of the Depositary for the purpose of withdrawal of the Deposited Securities, and upon receipt of (i) payment of all fees, including the fee of the Depositary for cancellation of Receipts (provided for in Article (8) of this Receipt), governmental charges and taxes payable in connection with any such surrender and withdrawal, (ii) written instructions of an ADR the Holder for withdrawal delivery of the Deposited Securities represented thereby, and (iii) if applicable, the written certification and agreement hereinafter referred to, subject to the terms and conditions of the Deposit Agreement, the clearing procedures of the Foreign Registrar, the Statutes and Organizational Regulations of the Company and to the provisions of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery, to him or upon his order, or to physical delivery, if applicable, to an account designated by such Holder, as permitted by applicable law, of the amount of Deposited Securities at the time represented by the ADSs American Depositary Share or American Depositary Shares evidenced thereby, by this Receipt. Such delivery of such Deposited Securities will be made without unreasonable delay. A Receipt surrendered or written instructions received for such purposes may be required by the Depositary may require proper endorsement to be properly endorsed in blank of such ADR (or duly accompanied by properly executed instruments of transfer thereof in blank) , and if the Holder’s Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR being withdrawn to be withdrawn delivered, subject to applicable clearance procedures of the Foreign Registrar and delivered tothe Statutes and Organizational Regulations of the Company, to or upon the written order of, any of a person or persons designated in such order (a “Withdrawal Order”). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company set forth in this Section 6 shall survive the termination of this Deposit Agreementorder.

Withdrawal of Deposited Securities. In connection with any Upon surrender of an ADR for withdrawal this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s Office or at such other offices as it may designate, subject to the Deposit Agreement and the provisions of or governing the Deposited Securities, the Holders hereof are entitled to the Delivery of such Deposited Securities and the delivery of Transfer Documents with respect to such Deposited Securities at the time represented by this Receipt, in each case in the ADSs evidenced therebyname of such Holder or upon such Holder’s order. Such Delivery and delivery, respectively, shall be at the office of the Custodian. For purposes of this Receipt, the Depositary may require proper endorsement in blank term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such ADR security by the entity or entities required or empowered by Spanish law or (or duly executed instruments ii) in the case of securities not subject to transfer thereof in blank) by recordation, the delivery of a physical certificate representing such security, and the Holder’s written order directing term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the Depositary legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to cause determine all rights and privileges, including the Deposited Securities represented by the ADSs evidenced by such ADR right to receive all dividends and other distributions to be withdrawn and delivered to, paid or upon the written order of, any person designated in made available to holders of such order (a “Withdrawal Order”). Directions from the Depositary securities after such securities are deposited pursuant to the Custodian Deposit Agreement, whether or not such dividends or other distributions were declared or authorized prior to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make such Delivery at the Depositary’s Office or at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this Receipt, by SWIFT, cable, telex or facsimile transmission. Delivery the Depositary may restrict withdrawals of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar only for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company reasons set forth in this Section 6 shall survive General Instruction IA(1) to Form F-6 under the termination Securities Act of this Deposit Agreement1933, as amended.