Common use of Deposit of Shares Clause in Contracts

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the “Central Bank”) and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the “Securities Commission”), whenever required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed and stamped instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and and, (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or its nominee or the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this the Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary, the Custodian and the Company shall comply with Brazil’s Monetary Council Resolution No. 1,927, dated as of May 18, 1992, in its third article, paragraph three, of the Regulation Annex V, and agree to furnish to the Securities Commission and the Central Bank, at any time and observing the established deadline, information or documents related to the ADRs and this Deposit Agreement, the Deposited Securities and distributions thereon. The Depositary and the Custodian are hereby authorized to release such information or documents and any other information as required by local regulation, law or regulatory body request. In the event that the Depositary or the Custodian shall be advised in writing by reputable independent Brazilian counsel that the Depositary or the Custodian reasonably could be subject to criminal, or material, as reasonably determined by the Depositary, civil liabilities as a result of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary shall have the right to terminate this Deposit Agreement, upon at least 30 days’ prior written notice to the Holders and the Company. The effect of any such termination of this Deposit Agreement shall be as provided in paragraph (17) of the form of ADR.”.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may shall require the following a written order, in a form satisfactory to it: (a) a written order the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect . Shares presented for deposit shall, at the time of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or deposit, be registered in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of JPMorgan Chase Bank, N.A., as depositary for the Custodian benefit of holders of ADRs or its nominee, to in such other name as the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and Depositary shall obtain evidence satisfactory to it of such registrationdirect. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall reasonably determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares may be deposited by (i) electronic transfer of such Shares to an account maintained by the Custodian or its nominee for such purpose at Monte Titoli S.p.A., (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be so transferred to such account; or (iii) if the Shares are held in certificated form, delivery of the certificates representing such Shares in the manner specified by, and to the extent allowed under, applicable law. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity in lieu therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit (or evidence of irrevocable instruction to effect such transfer) or pursuant to paragraph (10) or (13) of the form Form of ADR, the Custodian shall present obtain evidence satisfactory to it of such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicablenominee at Monte Titoli S.p.A., at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration). Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares or applicable law make delivery of certificates therefor Shares as contemplated herein impracticable, Shares may be deposited hereunder by such any other form of delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a (i) uncertificated Direct Registration ADR ADRs or ADRs evidencing the number of ADSs representing such deposited Shares or (ii) ADSs representing such Shares to the DTC Participant account number designated in such order by making the appropriate adjustments on the records of the Depositary and of DTC and its nominee (a "“Delivery Order"”); (b) proper endorsements or duly executed and stamped (if necessary) instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian Depositary or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and and, (d) proxies entitling the Custodian Depositary to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or its nominee or the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, at the account maintained by the Custodian for such purpose at the CSB. Shares or evidence of rights to receive Shares may be deposited through (x) the electronic transfer of such Shares to the account maintained by the Custodian for such purpose at the CSB, (y) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account or (z) delivery of certificates representing such Shares. If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Shares deposited hereunder and other Deposited Securities eligible for deposit with CSB shall be held by the Custodian for the at its account and to the order of the Depositary at CSB or in such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the "Central Bank") and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the "Securities Commission"), whenever required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. For the avoidance of doubt, the Company assumes no obligation to issue or deposit any Shares under this Deposit Agreement. As conditions of accepting Shares hereunderfor deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian may require in accordance with the following in form satisfactory to it: provisions of this Deposit Agreement, (aii) a written order directing the Depositary to issue deliver to, or upon the written order of, the person or persons designated stated in such that order a Direct Registration ADR or ADRs evidencing the number of ADSs American Depositary Shares representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such those deposited Shares; , (ciii) instruments assigning evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the function of the regulation of currency exchange and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or its nominee right to subscribe for additional Shares or to receive other property, that any distribution on person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such deposited agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates for Shares or indemnity therefor; and (d) proxies entitling to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Share certificates to the Custodian for deposit under this Deposit Agreement. The Depositary shall instruct each Custodian that, upon each delivery to vote such a Custodian of a certificate or certificates for Shares to be deposited Shares. As under this Deposit Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as practicable after transfer and recordation can be accomplished, present that certificate or those certificates to the Custodian receives Deposited Securities pursuant to any such deposit Company or pursuant to paragraph (10) or (13) the Foreign Registrar, if applicable, for transfer and recordation of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with reasonable written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the "Central Bank") and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the "Securities Commission"), whenever reasonably required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary, the Custodian and the Company shall comply with Brazil’s Monetary Council Resolution No. 1,927, dated as of May 18, 1992, in its third article, paragraph three, of the Regulation Annex V, and agree to furnish to the Banco Central do Brasil and the Comissão de Valores Mobiliários, at any time and observing the established deadline, information or documents related to the ADRs and this Deposit Agreement, the Deposited Securities and distributions thereon. The Depositary and the Custodian are hereby authorized to release such information or documents and any other information as required by local regulation, law or regulatory body request. In the event that the Depositary or the Custodian shall be advised in writing by reputable independent Brazilian counsel that the Depositary or the Custodian reasonably could be subject to criminal, or material, as reasonably determined by the Depositary, civil liabilities as a result of the Company having failed to provide such information or documents related to the ADRs and this Deposit Agreement, the Deposited Securities and distributions thereon, reasonably available only through the Company, the Depositary shall have the right to terminate this Deposit Agreement, upon at least 30 days’ prior written notice to the Holders and the Company. The effect of any such termination of this Deposit Agreement shall be as provided in paragraph (17) of the form of ADR.”.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with reasonable written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the "Central Bank") and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the "Securities Commission"), whenever reasonably required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph paragraphs (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the “Central Bank”) and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the “Securities Commission”), whenever required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR Book-Entry HDR or ADRs HDRs evidencing the number of ADSs HDSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; and (c) instruments assigning to the Depositary, the Custodian or its a nominee of either of them any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the . The Custodian to vote such deposited shall keep a record of all deposits of Shares. As soon as practicable after the Custodian receives the Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADRHDR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either of them, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary or by causing them to be credited to an account maintained by the Custodian with JASDEC or an account management institution participating in the scripless book-entry settlement system operated by JASDEC. The Depositary hereby declares and confirms that it will hold all rights relating to the Deposited Securities and all money and benefits that it may receive in respect of the Deposited Securities for the sole benefit of the Holders as bare trustee, subject only to payment of the remuneration and proper expenses of the depositary as provided for in this Deposit Agreement or as otherwise agreed between the Company and the Depositary. For the avoidance of doubt, in acting hereunder, the Depositary shall have only those duties, obligations and responsibilities expressly specified in this Deposit Agreement and other than holding the Deposited Securities as bare trustee as set out herein, it does not assume any relations of trust for or with the Holder or any other person.

Deposit of Shares. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, at the account maintained by the Custodian for such purpose at the CSB. Shares or evidence of rights to receive Shares may be deposited through (x) the electronic transfer of such Shares to the account maintained by the Custodian for such purpose at the CSB, (y) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account or (z) delivery of certificates representing such Shares. If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Shares deposited hereunder and other Deposited Securities eligible for deposit with CSB shall be held by the Custodian for the at its account and to the order of the Depositary at CSB or in such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may also be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the SharesShares or otherwise through the CREST real time settlement system for U.K. securities, in each case together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, ----------------- the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue or execute and deliver, as the case may be, to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs certificated ADR(s) evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; and (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares until the Shares are registered in the name required by the Depositary or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into a segregated account separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. Neither the Depositary nor the Custodian shall lend Deposited Securities.

Deposit of Shares. In connection with Subject to the deposit terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian may require in accordance with the following in form satisfactory to it: (a) provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to issue deliver to, or upon the written order of, the person or persons designated stated in such order a Direct Registration ADR or ADRs evidencing order, the number of ADSs American Depositary Shares representing such deposited deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Grand Duchy of Luxembourg that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares (a "Delivery Order"); (b) proper endorsements presented for deposit at any time, whether or duly executed instruments not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares; (c) instruments assigning , or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationDepositary. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by Neither the Depositary nor the Custodian shall deliver Shares (other than to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediaryits agent as contemplated by Section 4.08), such as or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender of American Depositary Shares or in connection with a banksale permitted under Section 3.02, acting as a registrar for the Shares4.03, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian 4.11 or the Depositary6.02.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of shall, as soon as transfer into and recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to applicable law, its nominee on the shareholders’ register or the books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian or its nominee, for the account and to the extent order of the Depositary, or at such registration is practicableother place or places as the Depositary shall determine, subject to the applicable laws of Korea, in all cases at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration). Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar the appointed agent of the Company for transfer and registration of the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company shall from time to time notify the Depositary and the Custodian in writing with respect to any such restrictions on the deposit of its Shares. To the extent no such written notification shall have been received by the Depositary, the Depositary shall be protected in acting hereunder as if no such restriction exists. To the extent a deposit of Shares would result in the number of Shares on deposit with the Custodian exceeding the maximum number of Shares theretofore consented to by the Company as being permitted to be represented by ADSs, the Depositary will not accept the deposit of such Shares unless and until the Company shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed. In order to enable the Depositary, the Custodian and their respective agents to accept the deposit of additional Shares hereunder and issue ADSs in respect thereof, the Company hereby consents, after giving effect to such deposit, to deposits from shareholders of the Company and others which will enable up to a total of 1,500,000 Shares to be represented by ADSs at any one time. At such time as 1,500,000 Shares are held by the Custodian hereunder, no further Shares may be accepted for deposit hereunder without the Company’s prior consent, which shall not be unreasonably withheld or delayed. Additionally, the Company hereby consents to the deposit of any and all Shares which result from a stock split, stock dividend and any rights offering. The provisions of this paragraph shall cease to apply at such time as the Company’s consent is no longer required under Korean laws or regulations.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian Custodian, as the case may be, may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order order, a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with The Selling Stockholder represents and warrants that all of the Shares to be sold by the Selling Stockholder hereunder (including any Option Shares) have been placed in custody, either through book-entry transfer or through the deposit of certificates in negotiable form, under a custody agreement (the "Custody Agreement") relating to such Shares hereunderbetween the Selling Stockholder and Computershare Trust Company, Inc., as custodian (the Depositary or "Custodian"), in the Custodian may require form heretofore furnished to you, which Custody Agreement has been duly executed and delivered by the following Selling Stockholder, and that the Selling Stockholder has duly executed and delivered a power of attorney (the "Power of Attorney"), in the form satisfactory heretofore furnished to it: (a) a written order directing the Depositary to issue toyou, or upon the written order of, appointing the person or persons designated identified in Schedule III hereto, and each of them, as the Selling Stockholder's Attorneys-in-fact (the "Attorneys-in-Fact" or any one of them the "Attorney-in Fact") with authority to execute and deliver this Agreement on behalf of the Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholder as provided herein, to authorize the delivery of the Shares to be sold by the Selling Stockholder hereunder and otherwise to act on behalf of the Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. The Selling Stockholder specifically agrees that the Shares are subject the Custody Agreement and are subject to the interests of the Underwriters hereunder, and that the arrangements made by the Selling Stockholder for such order a Direct Registration ADR custody and the appointment by the Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. The Selling Stockholder specifically agrees that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by its dissolution, bankruptcy or ADRs evidencing insolvency or by the number occurrence of ADSs any other event. If the Selling Stockholder should be dissolved, or should be or become bankrupt or insolvent, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by or on behalf of the Custodian to any person only under Selling Stockholder in accordance with the circumstances expressly contemplated in terms and conditions of this Deposit Agreement and the Custody Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained and actions taken by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein Attorneys-in-Fact pursuant to the Custodian Powers of Attorney shall be as valid as if such dissolution, bankruptcy, insolvency or other event had not occurred, regardless of whether or not the DepositaryCustodian, the Attorneys-in-Fact, or any of them, shall have received notice of such dissolution, bankruptcy, insolvency or other event.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a (i) uncertificated Direct Registration ADR ADRs or ADRs evidencing the number of ADSs representing such deposited Shares or (ii) ADSs representing such Shares to the DTC Participant account number designated in such order by making the appropriate adjustments on the records of the Depositary and of DTC and its nominee (a "Delivery Order"); (b) proper endorsements or duly executed and stamped (if necessary) instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian (or its nominee) to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or its nominee or the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or on behalf of any person (in the case of the Company or any of its Affiliates, subject to Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares hereunderto the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian Custodian, as the case may require the following in form satisfactory to it: (a) be, of a written order from or on behalf of such person directing the Depositary to issue to, execute and deliver a Receipt or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Receipts for the number of ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposited Shares deposit furnish (a "Delivery Order"); (b1) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning evidence reasonably satisfactory to the Custodian Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental agency or its nominee agencies in Korea, if any, including those which are then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty percent (80%) of an aggregate of 33,600,000 Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering made on July 15, 2004 (the "Global Offering") or any greater number of Shares as the Company may determine with the Depositary from time to time (i.e., as a result of a subsequent offering, described in Section 5.09 hereof or any rights offer or distribution of a dividend in Shares described in Sections 4.06 and 4.04 hereof, respectively), unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment of Shares (including Shares represented by ADSs) is made by the joint global coordinators in the Global Offering (up to an aggregate of 3,744,000 Shares) or, in the case of any subsequent offer, rights offer or distribution in Shares under the Deposit Agreement, by the Company or any of its Affiliates, the 80% limit on the number of Shares on deposit hereunder shall not apply to any such over-allotment, or subsequent offering by the Company or its Affiliates, and the number of Shares so issued, delivered or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder, it being understood that in the case of any over-allotment made by the joint global coordinators for the Global Offering (or the stabilization agent or any other agent designated by the joint global coordinators (any such agent of the joint global coordinators hereinafter called a "Designee")), such deposit (up to an aggregate of 3,744,000 Shares) may only be made by the Company or its Affiliates or by the joint global coordinators for the Global Offering or any Designee except (i) to the extent such registration deposit is practicableprohibited by applicable laws or violates the Company's Articles of Incorporation, at or (ii) in the cost case of a subsequent offer by the Company or its Affiliates, as the Company may determine with the Depositary from time to time to limit the number of Shares eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea as may be requested by the relevant Korean authorities. In the event of any deposit in connection with an over-allotment made by the joint global coordinators for the Global Offering or any Designee, the joint global coordinators or any Designee will be required to certify to the Depositary and/or the Custodian that each such deposit of Shares is being made pursuant to and in support of an over-allotment by the joint global coordinators contemplated in this Section 2.02. At the request, risk and expense of any holder of Shares, and for the person making account of such deposit holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to a Custodian of Shares (or for whose benefit other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder together with the other documents above specified, such deposit is made) Custodian shall, as soon as transfer and shall obtain evidence satisfactory recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to it applicable law, its nominee on the shareholders' register or the books of such registrationthe CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of Korea. Deposited Securities may be delivered by the Custodian to Without limiting any person only under the circumstances expressly contemplated in other provision of this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or shall instruct the Custodian may reasonably acceptnot to, includingand the Depositary shall not knowingly, without limitation, by causing them to be credited to an account maintained by the Custodian accept for such purpose with the Company deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or an accredited intermediary, such as fractional Deposited Securities nor (c) a bank, acting as a registrar for the Shares, together with delivery number of Shares or Deposited Securities which upon application of the documents, payments and Delivery Order referred ADS-to-Shares ratio would give rise to herein to the Custodian or the Depositaryfractional ADSs.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Amended and Restated Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. Subject to the terms and conditions of the Deposit Agreement, the Depositary shall issue American Depositary Shares evidenced by Receipts for delivery at the Depositary's Office against delivery or transfer to the Custodian of: (i) Shares by credit to the account of the Custodian with Euroclear Netherlands (including any successor thereto, "Euroclear"); (ii) subject to the provisions of Section 2.06 hereof, rights to receive Shares, or (iii) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account with Euroclear. In connection with the deposit of Shares hereunderany such deposit, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing from the Depositary to issue to, or upon the written order of, person making such deposit specifying the person or persons designated in whose name the American Depositary Shares are to be issued. If use of the Euroclear book-entry system in connection with the Shares or American Depositary Shares is discontinued at any time for any reason, the Company shall make such order a Direct Registration ADR or ADRs evidencing other book-entry arrangements (if any) that it determines, after consultation with the number of ADSs representing such deposited Depositary, are reasonable. To the extent required by the Depositary, Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of presented for deposit shall also be accompanied by an instrument satisfactory to the Depositary providing for the prompt transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee of any dividend or other distribution on (including rights) which any person may thereafter receive upon or in respect of such deposited Shares or, in lieu thereof, such agreement of indemnity or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon other agreement as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, be satisfactory to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationDepositary. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent Restricted Securities are held by the Custodian, the Depositary shall endeavor to have the Custodian hold such Restricted Securities in an account or accounts that are segregated and separate from any other account or accounts in which other Shares of the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares Company may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryheld.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in a form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares which will consist of (i) extracts from the Share Register and, if applicable, share certificates evidencing ownership of the Shares, (ii) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (iii) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) any necessary approval has been granted by any governmental body in the Russian Federation which is then performing the function of the regulation of currency exchange, (ii) all applicable taxes and governmental charges and the fees and expenses of the Depositary have been paid and (iii) all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations. If required by the Depositary, Shares presented for deposit at any time, whether or not the Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded many thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon each delivery to the Custodian of an extract or extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder and, as applicable, a certificate for, or other documents evidencing title to, Shares to be deposited hereunder, together with the other documents specified in this Deposit Agreement, the Custodian or its agents, promptly after receipt of evidence that such transfer has been accomplished, shall present such extract or extracts, certificate or certificates or other documents as above specified to the Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or the Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into segregated accounts separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. The Company will notify the Depositary in writing reasonably promptly after filing any Placement Notice, or after it receives approval or refusal of registration of any Placement Report, in respect of New Shares.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or on behalf of any person (in the case of the Company or any of its Affiliates, subject to Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares hereunderto the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian Custodian, as the case may require the following in form satisfactory to it: (a) be, of a written order from or on behalf of such person directing the Depositary to issue to, execute and deliver a Receipt or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Receipts for the number of ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposited Shares deposit furnish (a "Delivery Order"); (b1) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning evidence reasonably satisfactory to the Custodian Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental agency or its nominee agencies in Korea, if any, including those which are then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty per cent (80%) of the aggregate number of Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment option granted in the initial global offering is exercised or if the Company or any of its Affiliates take any actions otherwise contemplated in this Deposit Agreement (i.e., any subsequent offering described in Section 5.09 hereof or any rights offer or a distribution of a dividend in Shares described in Sections 4.06 and 4.04, respectively), the 80% limit on the number of Shares on deposit shall not apply to such transaction by the Company or its Affiliates and the number of Shares so issued or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder except (i) to the extent such registration deposit is practicableprohibited by applicable laws or violates the Company's Articles of Incorporation and (ii) that, at in the cost case of any subsequent offering after the date hereof, the Company may determine with the Depositary to limit the number of Shares so offered in the subsequent offering that will be eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea. At the request, risk and expense of any holder of Shares, and for the person making account of such deposit holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to a Custodian of Shares (or for whose benefit other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder together with the other documents above specified, such deposit is made) Custodian shall, as soon as transfer and shall obtain evidence satisfactory recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to it applicable law, its nominee on the shareholders' register or the books of such registrationthe CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of Korea. Deposited Securities may be delivered by the Custodian to Without limiting any person only under the circumstances expressly contemplated in other provision of this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or shall instruct the Custodian may reasonably acceptnot to, includingand the Depositary shall not knowingly, without limitation, by causing them to be credited to an account maintained by the Custodian accept for such purpose with the Company deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or an accredited intermediary, such as fractional Deposited Securities nor (c) a bank, acting as a registrar for the Shares, together with delivery number of Shares or Deposited Securities which upon application of the documents, payments and Delivery Order referred ADS-to-Shares ratio would give rise to herein to the Custodian or the Depositaryfractional ADSs.

Deposit of Shares. In connection with Subject to the deposit terms and conditions of Shares hereunderthis Deposit Agreement and applicable laws and regulations of Korea, the Depositary or shall cause the Custodian may require to accept Shares or evidence of rights to receive Shares for deposit by (a) the following Company or an Affiliate, but only in the case of the Initial Deposit or any distribution of Shares pursuant to Sections 4.02, 4.03, 4.04 or 4.11 of this Deposit Agreement (subject, in each case, to the terms of Section 5.08) or (b) any persons (other than the Company and its Affiliates), subject however, to prior delivery to the Depositary by or on behalf of the person acquiring beneficial ownership of the Regulation S GDSs to be issued in respect of such Shares of a duly completed and signed certification and agreement substantially in the form of Exhibit D-1 attached hereto, in each case by (i) in the case of Shares represented by certificates issued in registered form, delivery of the certificates evidencing the Shares accompanied by any appropriate instruments of transfer or endorsement in form satisfactory to it: the Custodian, (aii) in the case of Shares delivered by book-entry transfer, electronic transfer of Shares to the account maintained by the Custodian for such purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any case accompanied by delivery to the Custodian or the Depositary, as the case may be, of (x) a written order order, from or on behalf of such person directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated stated in such order a Direct Registration ADR Regulation S GDR(s) (if certificated Regulation S GDRs are then available pursuant to Section 2.02), or ADRs evidencing make such adjustment to its records, as contemplated by Section 2.02, for the number of ADSs Regulation S GDSs representing such deposited Shares, (y) any payments, including the charges of the Depositary for the making of deposits and the issuance of Regulation S GDSs (as set forth in Exhibit B hereto), and documents required under this Deposit Agreement and (z) such other documentation as the Depositary and the Company may require. Notwithstanding the foregoing, to the extent the laws or regulations of Korea require the consent of the Company for a deposit of outstanding Shares with the Custodian as contemplated by this Section 2.03 (a each such deposit a, "Delivery OrderProposed Deposit"), no Proposed Deposit shall be accepted for deposit under this Deposit Agreement other than from the Company unless the Depositary shall have received such consent of the Company with respect to such Proposed Deposit; provided, however, that such consent shall be deemed to have been given to the Depositary with respect to all Proposed Deposits as long as the number of Shares subject to the Proposed Deposit does not exceed the difference between: (bi) proper endorsements the aggregate number of Shares deposited by the Company or duly executed instruments by any persons with the consent of the Company for the issuance of Regulation S GDSs (including the Initial Deposit, any subsequent deposit of any Shares of the Company (including evidence of rights to receive Shares) which have been newly issued by the Company for deposit under this Deposit Agreement and any distribution of Shares or other Deposited Securities pursuant to Sections 4.02, 4.03, 4.04, 4.05, and 4.11 hereof); and, (ii) the number of Shares on deposit with the Custodian for the benefit of the Depositary at the time of such Proposed Deposit. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposit furnish, whether or not any register of shareholders of the Company (or that maintained by the Foreign Registrar) is closed, (a) an agreement, assignment, or other instrument satisfactory to the Depositary or the Custodian, that provides for the prompt transfer by the person in whose name the Shares are registered to the Custodian or its nominee of any distribution or right to subscribe for additional Shares or to receive other property in respect of such deposited Shares; (c) instruments assigning , or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Custodian Depositary or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; the Custodian, and (db) if the Shares are registered in the name of the person presenting them, or on whose behalf they are presented, for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of the Custodian or its nominee. The Depositary and the Custodian shall refuse to accept Shares for deposit whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.05 or under applicable laws. The Company shall notify the extent Depositary and the Custodian in writing with respect to any such registration is practicable, at restrictions on transfer of its Shares for deposit hereunder or transfer of Regulation S GDRs to any Holder. The Depositary agrees to instruct the cost Custodian to place all Shares and expense any other securities that are Deposited Securities accepted for deposit under this Deposit Agreement into an account or accounts that are segregated and separate from the account in which any Shares and such other securities of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall Company may be held by the such Custodian under any other depositary receipt facility pursuant to which depositary receipts evidencing depositary shares representing Shares are issued. No Share shall be accepted for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered deposit unless accompanied by evidence, if any is required by the Custodian Depositary, that is reasonably satisfactory to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them that all conditions to be credited to an account maintained such deposit have been satisfied by the Custodian for person depositing such purpose with Shares under the laws and regulations of Korea and any necessary approval has been granted by any governmental body in Korea, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Regulation S GDSs against evidence of rights to receive Shares from the Company, any agent of the Company or an accredited intermediaryany custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered pursuant to the provisions of the Securities Act, unless a registration statement under the Securities Act is in effect as a bankto such Shares or other Deposited Securities, acting or any Shares or Deposited Securities the deposit of which would violate any provisions of the Articles of Incorporation of the Company. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as a registrar may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the U.S. At the request, risk and expense of any holder of Shares, and for the Sharesaccount of such holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with delivery the other orders, instruments and evidence herein specified, for the purpose of the documentsforwarding such orders, payments instruments and Delivery Order referred to herein evidence to the Custodian or the Depositaryhereunder.

Deposit of Shares. The Company has advised the Depositary that the Italian Treasury, in agreement with the Italian Ministry of Economy and Finance, in consideration of the fact that the Depositary will be the record holder and not the Beneficial Owner of Shares, which will be represented by ADSs and evidenced by ADRs, has approved the acquisition of 3% or more of the voting share capital of the Company by the Depositary, DTC and Cede & Co. as nominee for DTC. In connection with the any deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs ADS representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or right to subscribe for additional Shares or indemnity therefortherefore; and and, (d) proxies entitling the Custodian to vote such deposited Shares until registered in its name. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive certificates for Shares to be deposited, together with any other documents and payments required under this Deposit Agreement, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph paragraphs (10) or (1314) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into a segregated account separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by paragraph (14) of the form of ADR), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender of American Depositary Shares or in connection with a sale permitted under paragraph (5), (10), (14) or (18) of the form of ADR. To the extent that Deposited Securities cannot be practicably registered for transfer into the provisions name of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or its nominee, the DepositaryDepositary shall return such Deposited Securities to the person depositing the same or distribute them, as the case may be, to the Holder or Holders entitled thereto. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with an uncertificated ADR, or vice versa, execute and deliver a certificated ADR or a uncertificated ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or uncertificated ADR, as the case may be, substituted.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or on behalf of any person (in the case of the Company or any of its Affiliates, subject to Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares hereunderto the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian Custodian, as the case may require the following in form satisfactory to it: (a) be, of a written order from or on behalf of such person directing the Depositary to issue to, execute and deliver a Receipt or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Receipts for the number of ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposited Shares deposit furnish (a "Delivery Order"); (b1) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning evidence reasonably satisfactory to the Custodian Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental agency or its nominee agencies in Korea, if any, including those which are then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the extent Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such registration is practicableShares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, at as hereafter provided, that the cost Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. At the request, risk and expense of any holder of Shares, and for the person making account of such deposit holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to a Custodian of Shares (or for whose benefit other Deposited Securities pursuant to Section 4.03, 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder together with the other documents above specified, such deposit is made) Custodian shall, as soon as transfer and shall obtain evidence satisfactory recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to it applicable law, its nominee on the shareholders' register or the books of such registrationthe CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of Korea. Deposited Securities may be delivered by the Custodian to Without limiting any person only under the circumstances expressly contemplated in other provision of this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or shall instruct the Custodian may reasonably acceptnot to, includingand the Depositary shall not knowingly, without limitation, by causing them to be credited to an account maintained by the Custodian accept for such purpose with the Company deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or an accredited intermediary, such as fractional Deposited Securities nor (c) a bank, acting as a registrar for the Shares, together with delivery number of Shares or Deposited Securities which upon application of the documents, payments and Delivery Order referred ADS to herein Shares ratio would give rise to the Custodian or the Depositaryfractional ADSs.

Deposit of Shares. In Subject to Paragraph (1) of the Form of ADR, in connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a uncertificated Direct Registration ADR or ADRs, ADRs evidencing the number of ADSs representing such deposited Shares or ADSs representing such Shares to the DTC Participant account number designated in such order by making the appropriate adjustments on the records of the Depositary and of DTC and its nominee (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian Depositary or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and and, (d) proxies entitling the Custodian Depositary to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph Paragraph (10) or (13) of the form Form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian Depositary or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with reasonable written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the "Central Bank") and to furnish to the Central Bank and to the Comissao de Valores Mobiliarios (the "Securities Commission"), whenever reasonably required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or endorsements, duly executed instruments of transfer or confirmation of book-entry transfer to the Custodian in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be maybe deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with Subject to the deposit terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by any person (including by electronic transfer thereof) (i) in the case of Shares hereunderin registered form, by inscription of ownership of such Shares in the name of the Depositary in the Company's share register and in an account maintained by a Custodian as agent on behalf of the Depositary, or (ii) in the case of Shares in bearer form, in an account maintained by a Custodian, as accredited financial intermediary on behalf of such Owner, in the name of the Depositary pursuant to appropriate instructions for transfer in a form satisfactory to the Company or the Foreign Registrar or the Custodian, as the case may be, together with all such certifications as may be required by the Depositary or the Custodian may require in accordance with the following in form satisfactory to it: (a) provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated stated in such order a Direct Registration ADR Receipt or ADRs evidencing Receipts for the number of ADSs representing Shares so deposited. The Company or the Foreign Registrar or the Custodian will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such deposited confirmations do not constitute documents of title. No Shares (a "Delivery Order"); (b) proper endorsements shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental body in The Republic of France, if any, which is then performing the function of the regulation of currency exchange or duly executed instruments which has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been registered may thereafter receive upon or in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon long as practicable after the Custodian receives Deposited Securities Depositary holds any Shares pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADRthis Deposit Agreement, the Custodian Depositary shall present such Deposited Securities for registration of transfer into ensure that at least one Share is owned in the name of the Custodian or its nominee, to Depositary and one Share is owned in the extent such registration is practicable, at the cost and expense name of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationCustodian, each in registered form. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, All other Shares may be deposited hereunder by such delivery thereof held either in registered or in bearer form as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained permitted by the Custodian for such purpose with laws of The Republic of France and the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred Company's statuts from time to herein time. The Depositary agrees that it will not deliver Shares prior to the Custodian or the Depositaryreceipt and cancellation by it of Receipts.

Deposit of Shares. In connection As soon as possible after the execution of this Agreement and in no event later than August 15, 1997, the Selling Stockholder shall deposit with the Custodian certificates representing at least the number of shares of Common Stock set forth opposite such Selling Stockholder's name on Exhibit A hereto, registered in its name (or the names of its nominee if properly identified) and duly endorsed in blank for transfer by separate stock power. The stock certificates and the separate endorsed stock powers should be delivered to the Custodian at the address set forth in Section 10 hereof for deposit with the Custodian. Thereafter, upon the reasonable request of Shares the Custodian, the Selling Stockholder agrees to furnish any other documentation which the transfer agent of the Company may request in order to assure the sale and transfer of such shares of Common Stock. Such minimum numbers of shares of Common Stock which are to be deposited with the Custodian by the Selling Stockholder in accordance with the foregoing are hereinafter collectively referred to as the "Deposit Stock." The Deposit Stock represented by the certificates so deposited with the Custodian by the Selling Stockholder are subject to the interests hereunder of the Underwriters; provided, however, that until payment by the Underwriters of the purchase price for the shares, the Selling Stockholder shall remain the owner of the Deposit Stock and shall have the right to vote such shares and to receive all dividends and distributions therefrom; however, until such payment in full has been made or until the Purchase Agreements have been terminated, the Selling Stockholder agrees that the undersigned will not give, sell, pledge, hypothecate, grant any lien (other than to the Company) on, transfer, deal with or contract with respect to the shares to be sold by the Selling Stockholder pursuant to the Purchase Agreements or any interest therein, except in accordance with the Purchase Agreements and the Option Agreement (as defined in the Purchase Agreements); the arrangements for the custody and delivery of such certificates made by the Selling Stockholder hereunder are not subject to termination by any acts of the Selling Stockholder, or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as provided in Section 4 hereof; and if any such death, incapacity or any other such event shall occur before the delivery of such shares hereunder, the Depositary Custodian is nevertheless fully authorized and directed to deliver certificates for such shares in accordance with the terms and conditions of this Agreement and the Purchase Agreements as if such death, incapacity or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue toother event had not occurred, regardless of whether or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, not the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it have received notice of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place death, incapacity or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryother event.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following a written order (a “Delivery Order”), in a form reasonably satisfactory to it: (a) a written order , directing the Depositary to issue (x) if certificated ADRs are not then available pursuant to Section 2, credit a specified DTC Participant or the DTC account of Euroclear or Clearstream, as the case may be, for a specified amount (and make appropriate notifications thereof) and adjust its records in respect of the appropriate Master ADR, or (y) if certificated ADRs are then available pursuant to Section 2, execute and deliver at the Transfer Office to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing for the number of ADSs representing such deposited Shares. Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect presented for deposit shall, at the time of such deposited Shares; (c) instruments assigning to deposit, be registered in the Custodian or its nominee any distribution on name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in respect such other name as the Depositary shall direct. After the Company notifies the Depositary (and the Company agrees to make any such notification promptly) that any securities of such deposited the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act of 1933) as the Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) ADSs have been listed on a national securities exchange registered under Section 6 of the form Securities Exchange Act of ADR1934 or quoted in a U.S. automated inter-dealer quotation system (within the meaning of Rule 144A(d)(3)(i) under the Securities Act of 1933), the Custodian shall present may not accept for deposit hereunder against issuance of Rule 144A ADSs any securities of such Deposited Securities for registration of transfer into class unless the name of Company notifies the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain Depositary that it has received evidence satisfactory to it that such securities were not when issued of such registrationclass as securities so listed or quoted. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Depositary shall arrange that the Custodian shall present such Deposited Securities for registration of shall, as soon as transfer into and recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to applicable law, its nominee on the shareholders' register or the books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian or its nominee, for the account and to the extent order of the Depositary, or at such registration is practicableother place or places as the Depositary shall determine, subject to the applicable laws of Korea, in all cases at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine). Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit AgreementAgreement or under applicable laws and regulations of Korea. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company shall from time to time notify the Depositary and the Custodian in writing with respect to any such restrictions on the deposit of its Shares. To the extent no such written notification shall have been received by the Depositary, the Depositary shall be protected in acting hereunder as if no such restriction exists. To the extent a deposit of Shares would result in the number of Shares on deposit with the Custodian exceeding the maximum number of Shares theretofore consented to by the Company as being permitted to be represented by ADSs, the Depositary will not accept the deposit of such Shares unless and until the Company shall have consented thereto in writing. At any time as the number of Shares represented by outstanding ADSs exceeds the number permitted, no ADSs above such number may be issued on the deposit of Shares without the Company's prior consent. The number of Shares permitted to be on deposit represented by ADSs shall be automatically adjusted to give effect to any securities deposited by the Company in connection with (x) offerings of rights to acquire additional ADSs, (y) share dividends and other free distributions of shares, and/or (z) a subdivision of Shares, if any, and may be further increased as agreed from time to time by the Company and the Depositary.

Deposit of Shares. In connection with (a) Prior to the deposit of Shares hereunderInitial Deposit, the ----------------- Company shall deliver, or cause to be delivered to the Depositary (i) a certificate signed on behalf of the Company, certifying the number of American Depositary Shares acquired by the Permitted Depositor (the "Deposit Certificate"), (ii) confirmation that, subject to the registration of the Placement Report, the Initially Deposited Shares issued in book-entry or electronic form will be delivered to the Custodian may require on or before the following Termination Date, (iii) confirmation that, subject to the registration of the Placement Report, the Initially Deposited Shares issued in registered form will be registered in the name of the Depositary on or before the Termination Date, (iv) confirmation that the Initially Deposited Shares are or will be issued as fully paid, (v) a written order from or on behalf of the Company directing the Depositary to execute and deliver to the Permitted Depositor the Receipt evidencing the number of American Depositary Shares specified in the Deposit Certificate and (vi) confirmation that any appropriate instrument or instruments of transfer (which will consist of (A) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Initially Deposited Shares, (B) a transfer deed or other similar document or endorsement, in form satisfactory to it: (a) a written order directing the Depositary to issue toCustodian, or upon authorizing registration of the written order ofInitially Deposited Shares in the name of the Depositary, the person Custodian or persons designated in such order their respective nominees, and (C) where applicable, a Direct Registration ADR purchase/sale contract or ADRs evidencing other similar document relating to the number transfer of ADSs representing such deposited Shares (a "Delivery Order"); (bthe Shares) proper endorsements will be delivered to the Custodian on or duly executed before the Share Availability Date. The Initial Deposit shall be made by delivery of the Initially Deposited Shares, together with the instrument or instruments of transfer referred to in respect the confirmation described in Section 2.02(a)(vi). No Initially Deposited Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) all conditions to such Initial Deposit have been satisfied by the person depositing such Initially Deposited Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Russian Federation which is then performing the function of such deposited the regulation of currency exchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, the Initially Deposited Shares; (c) instruments assigning , whether or not the Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or its nominee right to subscribe for additional Shares or to receive other property which any distribution on person in whose name the Initially Deposited Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares Initially Deposited Shares, or in lieu thereof, such agreement of indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon or other agreement as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, be satisfactory to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationDepositary. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places Except as provided in this Section 2.02 and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in Sections 4.02 through 4.04 of this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares or evidence of rights to receive Shares may not be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryunder this Deposit Agreement.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.Deposit

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following a written order (a “Delivery Order”), in a form reasonably satisfactory to it: (a) a written order , directing the Depositary to issue ADSs to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing for the number of ADSs representing such deposited Shares. Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect presented for deposit shall, at the time of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or deposit, be registered in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of JPMorgan Chase Bank, N.A., as depositary for the Custodian benefit of holders of ADRs or its nominee, to in such other name as the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and Depositary shall obtain evidence satisfactory to it of such registrationdirect. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with Subject to the deposit terms and conditions of this Deposit Agreement, Shares may be deposited by delivery thereof to the Depositary (in the case of Shares hereunder, the Depositary to be held hereunder in registered form) or the Custodian may require the following in form satisfactory to it: the Custodian (ain the case of Shares to be held hereunder in bearer form) pursuant to appropriate instructions for transfer in a form satisfactory to the Company or its agent or such Custodian, as the case may be, together with all such certifications as may be required by the Depositary or such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated stated in such order a Direct Registration ADR Receipt or ADRs evidencing Receipts for the number of ADSs representing such deposited American Depositary Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer issuable in respect of such deposited Shares; (c) instruments assigning to . The Company or its agent for registration and transfer of Shares in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon request by the Depositary, issue or its nominee any distribution on or in respect cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Sharesconfirmations do not constitute documents of title. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) Copies of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, confirmations with respect to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered If required by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticableDepositary, Shares may presented for deposit at any time shall also be deposited hereunder accompanied by such delivery thereof as an agreement or assignment, or other instrument satisfactory to the Depositary or the Custodian may reasonably acceptDepositary, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar which will provide for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein prompt transfer to the Custodian or the Depositary, as the case may be, with respect to such Shares of any dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been registered may thereafter receive upon or in respect of such deposited Shares or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary will hold all deposited Shares in bearer form unless an Owner certifies that it is an Eligible Owner and requests the Depositary to hold the number of Shares represented by the American Depositary Shares evidenced by its Receipts in registered form. Upon the request of any such Owner, the Depositary will as promptly as practicable cause the number of deposited Shares represented by such Owner's American Depositary Shares to be held in registered form. Such form of holding may, under French companies law and the statuts of the Company, entitle such Owner to instruct the Depositary as to the exercise of double voting rights, as described in Section 4.07. Notwithstanding the preceding paragraph, as long as the Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall ensure that at least three Shares are held in the name of the Depositary in registered form.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the SharesShares or otherwise through the CREST real time settlement system for U.K. securities, in each case, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, ----------------- the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited SharesShares in the manner permitted by the laws of the Republic of France. Shares or evidence of rights to receive Shares may be deposited by any person (including by electronic transfer thereof) (i) in the case of Shares in registered form, by inscription of ownership of such Shares in the name of the Depositary in the Company's share register and in an account maintained by the Custodian as agent on behalf of the Depositary or (ii) in the case of Shares in bearer form, in an account maintained by the Custodian, as accredited financial institution, in the name of the Depositary pursuant to appropriate instructions for transfer in a form satisfactory to the Company or the Custodian, as the case may be. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or the Custodian or its nomineethe nominee of any of them, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) ), and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To As long as the extent Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall ensure that at least one Share is owned in the provisions name of or governing the Shares make delivery Depositary and one Share is owned in the name of certificates therefor impracticablethe Custodian, each in registered form. All other Shares may be deposited held either in registered or bearer form as permitted by the laws of the Republic of France from time to time. The Depositary shall instruct the Custodian to place all Shares and Ex- Dividend Shares accepted for deposit hereunder into an account segregated from each other and from any Shares that may be held by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein under any other depositary receipt facility relating to the Custodian Shares or the Depositaryotherwise.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of shall, as soon as transfer into and recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to applicable law, its nominee on the shareholders’ register or the books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian or its nominee, for the account and to the extent order of the Depositary, or at such registration is practicableother place or places as the Depositary shall determine, subject to the applicable laws of Korea, in all cases at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration). Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company shall from time to time notify the Depositary and the Custodian in writing with respect to any such restrictions on the deposit of its Shares. To the extent no such written notification shall have been received by the Depositary, the Depositary shall be protected in acting hereunder as if no such restriction exists. To the extent a deposit of Shares would result in the number of Shares on deposit with the Custodian exceeding the maximum number of Shares theretofore consented to by the Company as being permitted to be represented by ADSs, the Depositary will not accept the deposit of such Shares unless and until the Company shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed. In order to enable the Depositary, the Custodian and their respective agents to accept the deposit of additional Shares hereunder and issue ADSs representing such securities in respect thereof, the Company hereby consents, after giving effect to such deposits, to deposits from shareholders of the Company and others which will enable up to a total of 2,850,000 Shares to be represented by ADSs at any one time. At any time as the aforementioned number of Shares are represented by outstanding ADSs, no ADSs above such number may be issued on the deposit of Shares without the Company’s prior consent, which shall not be unreasonably withheld. The number of Shares on deposit consented by the Company shall be automatically adjusted to give effect to any securities deposited by the Company in connection with (x) offerings of rights to acquire additional ADSs, (y) share dividends and other free distributions of shares, and/or (z) a subdivision of Shares, if any, and may be increased as determined from time to time by the Company and the Depositary. The provisions of this paragraph shall cease to apply at such time as the Company’s consent is no longer required under Korean laws or regulations.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer or a certified extract of the Company’s register in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities Secu rities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with reasonable written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the “Central Bank”) and to furnish to the Central Bank and to the Comissão de Valores Mobiliãrios (the “Securities Commission”), whenever reasonably required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, ----------------- the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) in the case of any deposit other than the Initial Deposit, instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) in the case of any deposit other than the Initial Deposit, proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit (other than the Initial Deposit) or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To After the extent that Initial Deposit, unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only the following may be deposited under this Deposit Agreement: (i) Shares issued as a dividend or free distribution in respect of Deposited Securities; (ii) Shares subscribed for or acquired by holders from the Company through the exercise of rights distributed by the Company to such persons in respect of Deposited Securities; (iii) securities issued by the Company to the holders in respect of Deposited Securities as a result of any change in par value, subdivision, consolidation or other reclassification of Deposited Securities or otherwise; and (iv) if the Company and the Depositary agree, Shares represented by depositary receipts issued pursuant to another deposit facility of the Company. The Company must inform the Depositary if any Shares issued by it which may be deposited do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other deposited securities. Subject to the provisions of or governing paragraphs (10) and (13) of the form of ADR, if the Depositary accepts any Shares pursuant to those paragraphs for deposit it will arrange for the issue of temporary ADRs until such time as the Shares make delivery which they represent become fully fungible with the other Deposited Securities. Shares may not be deposited by persons located in India, residents of certificates therefor impracticableIndia or for, or on the account of, such persons (except that Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with Company and the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the DepositaryCustodian).

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer or a certified extract of the Company’s register in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (1314) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with reasonable written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the "Central Bank") and to furnish to the Central Bank and to the Comissão de Valores Mobiliários (the "Securities Commission"), whenever reasonably required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. Subject to the terms and conditions of the Deposit Agreement, the Depositary shall issue American Depositary Shares evidenced by Receipts for delivery at the Depositary's Office against delivery or transfer to the Custodian of: (I) Shares by credit to the account of the Custodian with Euroclear Netherlands (including any successor thereto, "Euroclear"); (ii) subject to the provisions of Section 2.06 hereof, rights to receive Shares, or (iii) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account with Euroclear. In connection with the deposit of Shares hereunderany such deposit, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing from the Depositary to issue to, or upon the written order of, person making such deposit specifying the person or persons designated in whose name the American Depositary Shares are to be issued. If use of the Euroclear book-entry system in connection with the Shares or American Depositary Shares is discontinued at any time for any reason, the Company shall make such order a Direct Registration ADR or ADRs evidencing other book-entry arrangements (if any) that it determines, after consultation with the number of ADSs representing such deposited Depositary, are reasonable. To the extent required by the Depositary, Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of presented for deposit shall also be accompanied by an instrument satisfactory to the Depositary providing for the prompt transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee of any dividend or other distribution on (including rights) which any person may thereafter receive upon or in respect of such deposited Shares or, in lieu thereof, such agreement of indemnity or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon other agreement as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, be satisfactory to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationDepositary. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent Restricted Securities are held by the Custodian, the Depositary shall endeavor to have the Custodian hold such Restricted Securities in an account or accounts that are segregated and separate from any other account or accounts in which other Shares of the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares Company may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryheld.

Deposit of Shares. In connection As soon as possible after the execution of this Agreement and in no event later than [ ], 1997, the Selling Stockholder shall deposit with the Custodian certificates representing at least the number of shares of Common Stock set forth opposite such Selling Stockholder's name on Exhibit A hereto, registered in its name (or the names of its nominee if properly identified) and duly endorsed in blank for transfer by separate stock power. The stock certificates and the separate endorsed stock powers should be delivered to the Custodian at the address set forth in Section 10 hereof for deposit with the Custodian. Thereafter, upon the reasonable request of Shares the Custodian, the Selling Stockholder agrees to furnish any other documentation which the transfer agent of the Company may request in order to assure the sale and transfer of such shares of Common Stock. Such minimum numbers of shares of Common Stock which are to be deposited with the Custodian by the Selling Stockholder in accordance with the foregoing are hereinafter collectively referred to as the "Deposit Stock." Of the shares of Deposit Stock, the number of shares to be Initial Securities (as defined in the Purchase Agreement) is listed in column 1 of Exhibit A hereto and the number of shares to be Option Securities (as defined in the Purchase Agreement) is listed in Column 2 of Exhibit A hereto. The Deposit Stock represented by the certificates so deposited with the Custodian by the Selling Stockholder are subject to the interests hereunder of the Underwriters; provided, however, that until payment by the Underwriters of the purchase price for the shares, the Selling Stockholder shall remain the owner of the Deposit Stock and shall have the right to vote such shares and to receive all dividends and distributions therefrom; the arrangements for the custody and delivery of such certificates made by the Selling Stockholder hereunder are not subject to termination by any acts of the Selling Stockholder, or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as provided in Section 4 hereof; and if any such death, incapacity or any other such event shall occur before the delivery of such shares hereunder, the Depositary Custodian is nevertheless fully authorized and directed to deliver certificates for such shares in accordance with the terms and conditions of this Agreement and the Purchase Agreement (defined below) as if such death, incapacity or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue toother event had not occurred, regardless of whether or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, not the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it have received notice of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place death, incapacity or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryother event.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited SharesShares until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or its nominee or the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this the Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company Bank or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following a written order (a “Delivery Order”), in a form reasonably satisfactory to it: (a) a written order , directing the Depositary to issue ADSs to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing for the number of ADSs representing such deposited Shares. Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect presented for deposit shall, at the time of such deposited Shares; (c) instruments assigning to deposit, be registered in the Custodian or its nominee any distribution on name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in respect such other name as the Depositary shall direct. After the Company notifies the Depositary (and the Company agrees to make any such notification promptly) that any securities of such deposited the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act of 1933) as the Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) ADSs have been listed on a national securities exchange registered under Section 6 of the form Securities Exchange Act of ADR1934 or quoted in a U.S. automated inter-dealer quotation system (within the meaning of Rule 144A(d)(3)(i) under the Securities Act of 1933), the Custodian shall present may not accept for deposit hereunder against issuance of Rule 144A ADSs any securities of such Deposited Securities for registration of transfer into class unless the name of Company notifies the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain Depositary that it has received evidence satisfactory to it that such securities were not when issued of such registrationclass as securities so listed or quoted. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of shall, as soon as transfer into and recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to applicable law, its nominee on the shareholders' register or the books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian or its nominee, for the account and to the extent order of the Depositary, or at such registration is practicableother place or places as the Depositary shall determine, subject to the applicable laws of Korea, in all cases at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration). Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company shall from time to time notify the Depositary and the Custodian in writing with respect to any such restrictions on the deposit of its Shares. To the extent no such written notification shall have been received by the Depositary, the Depositary shall be protected in acting hereunder as if no such restriction exists. To the extent a deposit of Shares would result in the number of Shares on deposit with the Custodian exceeding the maximum number of Shares theretofore consented to by the Company as being permitted to be represented by ADSs, the Depositary will not accept the deposit of such Shares unless and until the Company shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed. In order to enable the Depositary, the Custodian and their respective agents to accept the deposit of additional Shares hereunder and issue ADSs representing such securities in respect thereof, the Company hereby consents, after giving effect to such deposits, to deposits from shareholders of the Company and others which will enable up to a total of 2,850,000 Shares to be represented by ADSs at any one time. At any time as the aforementioned number of Shares are represented by outstanding ADSs, no ADSs above such number may be issued on the deposit of Shares without the Company's prior consent, which shall not be unreasonably withheld. The number of Shares on deposit consented by the Company shall be automatically adjusted to give effect to any securities deposited by the Company in connection with (x) offerings of rights to acquire additional ADSs, (y) share dividends and other free distributions of shares, and/or (z) a subdivision of Shares, if any, and may be increased as determined from time to time by the Company and the Depositary. The provisions of this paragraph shall cease to apply at such time as the Company's consent is no longer required under Korean laws or regulations.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall reasonably determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In Subject to paragraph (1) of the form of ADR, in connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited SharesShares for any and all purposes until the Shares are transferred and recorded in the register of shareholders of the Company in the name of the Depositary, the Custodian or the nominee of any of them. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian Custodian, the Depositary or its nomineethe nominee of any of them, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit The Initial Deposit will be made by physical delivery of Shares hereunderto the Custodian, registered in the name of the Nominee. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit the Depositary shall execute and deliver GDRs evidencing the GDSs representing the Deposited Securities constituting the Initial Deposit in the manner provided in Section 2.03 of this Deposit Agreement. Subject to the terms and conditions of this Deposit Agreement, the Depositary Custodian shall accept Shares for subsequent deposit hereunder when such deposit is made by (i) delivery of certificates evidencing such Shares to the Custodian, accompanied by any appropriate instrument or the Custodian may require the following instruments of transfer or endorsement in form satisfactory to it: the Custodian together with such other documentation as the Depositary and the Company may require and the fees and expenses of the Depositary as herein provided and (aii) a written order directing to the Custodian instructing the Custodian to direct the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated stated in such order order, a Direct Registration ADR GDR or ADRs evidencing GDRs for the number of ADSs GDSs representing such deposited Shares. The Depositary and the Custodian shall refuse to accept Shares for deposit and issue GDRs whenever they have been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05 or that such deposit would result in a violation of any applicable laws or regulations. The Company has agreed with the Depositary to notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. As a condition of accepting Shares for deposit and issuing GDRs, the Depositary may require that the person making such deposit furnish (a "Delivery Order"); a) evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by the governmental body in the Philippines, if any, which is then performing the function of the regulation of currency exchange, (b) proper endorsements an agreement, assignment or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning other instrument satisfactory to the Custodian Depositary that provides for the prompt transfer to the Nominee of any dividend or its nominee right to subscribe for additional Shares or to receive other property which any distribution on person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares or, in lieu thereof, such agreement of indemnity or indemnity therefor; other agreement as shall be satisfactory to the Depositary and (dc) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares are registered in the name of the Custodian or its nomineeNominee. At the request and risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited together with other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the extent such registration Custodian hereunder. Upon each delivery to the Custodian of Shares or other securities to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, the Custodian shall, as soon as is practicable, at record the cost and expense transfer of such Shares or other securities in the name of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registrationNominee. Deposited Securities shall be held by the Depositary or by the Custodian for the account and to the order of the Depositary Depositary, the Custodian or the Nominee or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian , subject to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery applicable laws and regulations of the documents, payments and Delivery Order referred to herein to the Custodian or the DepositaryPhilippines.

Deposit of Shares. A. In connection with and to facilitate the deposit sale of the Shares to the Underwriters, the undersigned hereby appoints Xxxxxxxx Xxxxxx as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that represent not less than the total number of Shares hereunderto be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the Depositary signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian may require is hereby authorized and directed, subject to the following in form satisfactory to it: instructions of the Attorney-in-Fact, (a) a written order directing to hold in custody the Depositary to issue tocertificate or certificates deposited herewith, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements to deliver or duly executed instruments to authorize the Company's Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of transfer the Attorney-in-Fact in respect accordance with the terms of such deposited Shares; the Underwriting Agreement and (c) instruments assigning to return or cause the Company's Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or its nominee any distribution on or in respect dispose of such deposited Shares or indemnity therefor; Shares, which right is subject to this Agreement and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Underwriting Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary3.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Company must inform the Depositary if any Shares issued by it which may be deposited do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other deposited securities. Subject to the provisions of paragraphs (10) and (13) of the form of ADR, if the Depositary accepts any Shares pursuant to those paragraphs for deposit it will arrange for the issue of temporary ADRs until such time as the Shares which they represent become fully fungible with the other Deposited Securities.

Deposit of Shares. In connection with The Company shall make the deposit Initial Deposit of Shares hereunderby physical delivery to the Custodian or, if available, by electronic transfer to the account of the Custodian maintained for that purpose. Unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only (i) Shares issued upon exercise of the Warrants, and deposited concurrently with such exercise and issue, (ii) Shares and other securities issued to holders of Shares as a dividend or free distribution or acquired by holders of Shares from the Company through the exercise of rights, warrants or options distributed by the Company to holders of Shares and (iii) securities issued by the Company to holders of Shares as a result of reclassification of Shares or other Deposited Securities or similar event, may be deposited under this Agreement after the Initial Deposit. The Custodian shall accept Shares from the Company or an affiliate of the Company pursuant to the foregoing paragraph, or Shares as may require be otherwise agreed by the following Company and the Depositary in writing from time to time. Subject to the limitations set forth in the preceding paragraph, Shares may be deposited (i) physical delivery of certificates evidencing such Shares or securities to the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement in form satisfactory to it: such Custodian (aii) if available, electronic transfer of such Shares or securities to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares or securities to be transferred to such account, in any such case accompanied by delivery to the Custodian of a written order from or on behalf of such person directing the Depositary to issue to, an International GDR or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing International GDRs for the number of ADSs International GDRs representing such deposited the Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; so deposited. The Depository and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present refuse to accept Shares for deposit whenever noticed by the Company in writing that such Deposited Securities deposit would result in a violation of applicable laws. As a condition of accepting Shares for registration of transfer into deposit and issuing International GDRs, the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of Depositary shall require that the person making such deposit furnish (or for whose benefit such deposit is made1) and shall obtain evidence satisfactory to it the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by the governmental agency in the Republic of India, if any, which is then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to, the Depositary of any dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or, in lieu thereof, such agreement of indemnity as shall be satisfactory to the Depositary and (3) except in the case of those deposits referred to in clauses (i), (ii) and (iii) of the second preceding paragraph, a fully completed signed certification by or on behalf of the person acquiring beneficial ownership of International GDSs upon such deposit substantially in the form attached hereto as Exhibit C-1. At the request, risk and expense of any holder of Shares, and for the account of such registrationholder, the Depositary may receive Shares to be deposited or evidence that Shares have been electronically transferred, if electronic transfer is available, or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to the Custodian of Shares to be deposited hereunder (including deposits by electronic transfer, if available), together with the other documents above specified, such Custodian shall, as soon as practicable, transfer and record the Shares being deposited in the name of the Depositary or its Nominee. Deposited Securities shall be held by the Depositary or by the Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of the Republic of India. Deposited Securities The Nominee may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or another entity entitled to act as nominee under relevant laws and regulations of the DepositaryRepublic of India, provided that the Deposited Securities are kept in a segregated deposit account by the Nominee.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR Book-Entry HDR or ADRs HDRs evidencing the number of ADSs HDSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; and (c) instruments assigning to the Depositary, the Custodian or its a nominee of either of them any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the . The Custodian to vote such deposited shall keep a record of all deposits of Shares. As soon as practicable after the Custodian receives the Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADRHDR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either of them, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary or by causing them to be credited to an account maintained by the Custodian with JASDEC or an account management institution participating in the scripless book-entry settlement system operated by JASDEC. The Depositary hereby declares and confirms that it will hold all rights relating to the Deposited Securities and all money and benefits that it may receive in respect of the Deposited Securities for the sole benefit of the Holders as bare trustee, subject only to payment of the remuneration and proper expenses of the depositary as provided for in this Deposit Agreement or as otherwise agreed between the Company and the Depositary and that such Deposited Securities shall not constitute proprietary assets of the Depositary, the Custodian or their nominees. For the avoidance of doubt, in acting hereunder, the Depositary shall have only those duties, obligations and responsibilities expressly specified in this Deposit Agreement and other than holding the Deposited Securities as bare trustee as set out herein, it does not assume any relations of trust for or with the Holder or any other person. Beneficial Ownership in Deposited Securities is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the HDSs representing such Deposited Securities.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or on behalf of any person (in the case of the Company or any of its affiliates, subject to Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares hereunderto the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian Custodian, as the case may require the following in form satisfactory to it: (a) be, of a written order from or on behalf of such person directing the Depositary to issue to, execute and deliver a Receipt or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Receipts for the number of ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposited Shares deposit furnish (a "Delivery Order"); (b1) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning evidence satisfactory to the Custodian Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental agency or its nominee agencies in Korea, if any, including those which are then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Notwithstanding the foregoing, no outstanding Shares shall be accepted for deposit hereunder unless (i) the Company shall have consented to such deposit or (ii) Korean counsel shall have advised the extent Depositary that the consent required under clause (i) above is no longer required under Korean laws and regulations. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such registration is practicableShares to comply with the ownership restrictions referred to in Section 3.05, at that such deposit would result in any violation of applicable laws, or that such deposit would cause the cost total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. At the request, risk and expense of any holder of Shares, and for the person making account of such deposit holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to a Custodian of Shares (or for whose benefit other Deposited Securities pursuant to Section 4.03, 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder together with the other documents above specified, such deposit is made) Custodian shall, as soon as transfer and shall obtain evidence satisfactory recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to it applicable law, its nominee on the shareholders' register or the books of such registrationthe CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein subject to the Custodian or the Depositaryapplicable laws of Korea.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. For the avoidance of doubt, the Company assumes no obligation to issue or deposit any Shares under this Deposit Agreement. As conditions of accepting Shares hereunderfor deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian may require in accordance with the following in form satisfactory to it: provisions of this Deposit Agreement, (aii) a written order directing the Depositary to issue deliver to, or upon the written order of, the person or persons designated stated in such that order a Direct Registration ADR or ADRs evidencing the number of ADSs American Depositary Shares representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such those deposited Shares; , (ciii) instruments assigning evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the function of the regulation of currency exchange and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or its nominee right to subscribe for additional Shares or to receive other property, that any distribution on person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such deposited agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates for Shares or indemnity therefor; and (d) proxies entitling to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Share certificates to the Custodian for deposit under this Deposit Agreement. Upon each delivery to vote a Custodian of a certificate or certificates for Shares to be deposited under this Deposit Agreement, together with the other documents specified in this Section, the Depositary shall instruct such deposited Shares. As Custodian, as soon as practicable after transfer and recordation can be accomplished, to present that certificate or those certificates to the Custodian receives Deposited Securities pursuant to any such deposit Company or pursuant to paragraph (10) or (13) the Foreign Registrar, if applicable, for transfer and recordation of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. The Initial Deposit shall be made by deposit of Shares by or on behalf of the Treasury to the account of the Depositary maintained by the Custodian on behalf of the Holders for such purpose. The Treasury, in agreement with the Italian Ministry of Economy and Finance, in consideration of the fact that the Depositary will be the record holder and not the Beneficial Owner of Shares, which will be represented by ADSs and evidenced by ADRs, has undertaken to approve the acquisition of 3% or more of the voting share capital of the Company by the Depositary, DTC and Cede & Co. as nominee for DTC. In connection with the any subsequent deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs ADS representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or right to subscribe for additional Shares or indemnity therefortherefore; and and, (d) proxies entitling the Custodian to vote such deposited Shares until registered in its name. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive certificates for Shares to be deposited, together with any other documents and payments required under this Deposit Agreement, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph paragraphs (10) or (1314) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into a segregated account separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. Neither the Depositary nor the Custodian shall lend the Deposited Securities. To the extent that Deposited Securities cannot be practicably registered for transfer into the provisions name of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or its nominee, the DepositaryDepositary shall return such Deposited Securities to the person depositing the same or distribute them, as the case may be, to the Holder or Holders entitled thereto. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with an uncertificated ADR, or vice versa, execute and deliver a certificated ADR or a uncertificated ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or uncertificated ADR, as the case may be, substituted.

Deposit of Shares. In The applicable Beneficiaries shall, on or prior to the Effective Date, deliver or cause to be delivered to the Voting Trustee certificates evidencing ownership of the Outstanding Shares registered in the name of, or otherwise directly owned by or indirectly controlled by, the Beneficiaries and duly endorsed for transfer. It is acknowledged that some of the Outstanding Shares (the “Green-Shoe Shares”) are expected to be subject to the over-allotment option of the underwriters in connection with the deposit IPO and have been deposited into a separate custody arrangement, with the Company serving as custodian, to facilitate the exercise by the underwriters of such option. With respect to any Green-Shoe Shares hereundernot sold in the IPO, the Depositary or applicable Beneficiaries shall, upon expiration of the Custodian may require underwriters’ over-allotment option and the following expiration of the custody arrangement, cause the Company to deliver to the Voting Trustee certificates evidencing ownership of such remaining Green-Shoe Shares. The Voting Trustee shall submit all certificates delivered to it hereunder from time to time to the Company for transfer with the instructions that the certificate(s) are to be re-issued in form satisfactory the name of “Mxxx X. Kxxxx, as voting trustee under Voting Trust Agreement dated November 8, 2005” and shall bear the notation that said Outstanding Shares are subject to it: the terms and provisions of this Voting Trust Agreement (a) a written order directing “Trustee’s Certificates”). In the Depositary to issue toevent any Beneficiary shall acquire any other voting shares of the Company, or whether upon exercise of the written order ofOptions, the person Warrants or persons designated otherwise (including voting shares in such order a Direct Registration ADR book-entry format through an account or ADRs evidencing accounts maintained by or through Cede & Co., as nominee for the number of ADSs representing such deposited Shares (a "Delivery Order"Depository Trust Company); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning , at any time after the Effective Date hereof, said shares shall be subject to the Custodian terms of this Voting Trust Agreement and the applicable Beneficiary shall immediately deliver or its nominee any distribution on or in respect cause to be delivered all such shares to the Voting Trustee. The term “Shares” as used herein shall include the Outstanding Shares and all other shares of such deposited the Company acquired by the Beneficiaries after the date hereof including, if applicable, the Option Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Warrant Shares. As soon as practicable after Solely for purposes of this Agreement, the Custodian receives Deposited Securities pursuant to any such deposit term “Control” shall mean the possession, directly or pursuant to paragraph (10) or (13) indirectly, of the form power to direct the voting of ADRShares, whether through an ownership interest in another entity, by contract or otherwise. All Shares now or hereafter delivered to the Custodian Voting Trustee shall present be deemed to be held by the Voting Trustee in trust, subject to the terms and conditions of this Voting Trust Agreement. A Beneficiary may direct the Voting Trustee to deposit the Shares represented by such Deposited Beneficiary’s Voting Trust Certificates with any member of the National Association of Securities for registration of transfer into Dealers, Inc. that is an Unaffiliated Holder (as hereinafter defined) as the Beneficiary shall direct, to be held by such firm in the name of the Custodian Voting Trustee or its nomineein “street name”, to provided that the extent such registration is practicable, at account shall be in the cost and expense name of the person making Voting Trustee who shall retain all voting rights with respect to such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory Shares granted to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositaryhim hereunder.

Deposit of Shares. In connection with Subject to the terms and conditions of this Deposit Agreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or on behalf of any person (in the case of the Company or any of its Affiliates, subject to Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares hereunderto the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian Custodian, as the case may require the following in form satisfactory to it: (a) be, of a written order from or on behalf of such person directing the Depositary to issue to, execute and deliver a Receipt or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Receipts for the number of ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary may require that the person making such deposited Shares deposit furnish (a "Delivery Order"); (b1) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning evidence reasonably satisfactory to the Custodian Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental agency or its nominee agencies in Korea, if any, including those which are then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after Shares for any and all purposes until the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty per cent (80%) of the aggregate number of Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment option granted in the initial global offering is exercised or if the Company or any of its Affiliates take any actions otherwise contemplated in this Deposit Agreement (i.e., any subsequent offering described in Section 5.09 hereof or any rights offer or a distribution of a dividend in Shares described in Sections 4.06 and 4.04, respectively), the 80% limit on the number of Shares on deposit shall not apply to such transaction by the Company or its Affiliates and the number of Shares so issued or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder except (i) to the extent such registration deposit is practicableprohibited by applicable laws or violates the Company's Articles of Incorporation and (ii) that, at in the cost case of any subsequent offering after the date hereof, the Company may determine with the Depositary to limit the number of Shares so offered in the subsequent offering that will be eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea as may be requested by the relevant Korean authorities. At the request, risk and expense of any holder of Shares, and for the person making account of such deposit holder, the Depositary may receive Shares to be deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to a Custodian of Shares (or for whose benefit other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder together with the other documents above specified, such deposit is made) Custodian shall, as soon as transfer and shall obtain evidence satisfactory recordation can be accomplished, transfer and record the Shares being deposited in the name of the Depositary or, subject to it applicable law, its nominee on the shareholders' register or the books of such registrationthe CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of Korea. Deposited Securities may be delivered by the Custodian to Without limiting any person only under the circumstances expressly contemplated in other provision of this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or shall instruct the Custodian may reasonably acceptnot to, includingand the Depositary shall not knowingly, without limitation, by causing them to be credited to an account maintained by the Custodian accept for such purpose with the Company deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or an accredited intermediary, such as fractional Deposited Securities nor (c) a bank, acting as a registrar for the Shares, together with delivery number of Shares or Deposited Securities which upon application of the documents, payments and Delivery Order referred ADS-to-Shares ratio would give rise to herein to the Custodian or the Depositaryfractional ADSs.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited SharesShares in the manner permitted by the laws of the Republic of France. Shares or evidence of rights to receive Shares may be deposited by any person (including by electronic transfer thereof) (i) in the case of Shares in registered form, by inscription of ownership of such Shares in the name of the Depositary in the Company’s share register and in an account maintained by the Custodian as agent on behalf of the Depositary or (ii) in the case of Shares in bearer form, in an account maintained by the Custodian, as accredited financial institution, in the name of the Depositary pursuant to appropriate instructions for transfer in a form satisfactory to the Company or the Custodian, as the case may be. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary or the Custodian or its nomineethe nominee of any of them, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To As long as the extent Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall ensure that at least one Share is owned in the provisions name of or governing the Shares make delivery Depositary and one Share is owned in the name of certificates therefor impracticablethe Custodian, each in registered form. All other Shares may be deposited held either in registered or bearer form as permitted by the laws of The Republic of France from time to time. The Depositary shall instruct the Custodian to place all Shares and Ex-Dividend Shares accepted for deposit hereunder into an account segregated from each other and from any Shares that may be held by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein under any other depositary receipt facility relating to the Custodian Shares or the Depositaryotherwise.

Deposit of Shares. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, at the account maintained by the Custodian for such purpose at the CSB. Shares or evidence of rights to receive Shares may be deposited through (x) the electronic transfer of such Shares to the account maintained by the Custodian for such purpose at the CSB, (y) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account or (z) delivery of certificates representing such Shares. If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either of them any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either of them, to the extent such registration is practicablepracticable or possible, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Shares deposited hereunder and other Deposited Securities eligible for deposit with CSB shall be held by the Custodian for the at its account and to the order of the Depositary at CSB or in such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "“Delivery Order"”); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph paragraphs (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. The Depositary and the Custodian shall comply with written instructions from the Company or its Brazilian counsel to maintain registration of the amount of Deposited Securities with Banco Central do Brasil (the “Central Bank”) and to furnish to the Central Bank and to the Comissäo de Valores Mobiliários (the “Securities Commission”), whenever required, information or documents related to this Deposit Agreement, the ADRs and the Deposited Securities and distributions thereon, and may rely, and shall be fully protected in relying, on such written instructions from the Company or its Brazilian counsel in respect of such registration, information and documents.

Deposit of Shares. In The Managers, or the Company or any other person acting on behalf of the Managers, will make the Initial Deposit by physical delivery to the Custodian of Shares, registered in the name of the Depositary or its Nominee (as directed by the Depositary) who will be the holder of record of all such Shares. Subject to the terms and conditions of this Agreement, upon such Initial Deposit of Shares, the Depositary shall execute and deliver to Citibank, N.A. as custodian for DTC the Master GDR evidencing the Book-Entry GDSs created by such Initial Deposit. Subject to the terms and conditions of this Agreement, the Custodian shall not accept Shares for deposit under this Agreement subsequent to the Initial Deposit other than (i) Shares issued to the person in whose name Deposited Securities are recorded (the "Registered Shareholder") as a dividend or free distribution upon such Deposited Securities pursuant to Section 4.04 (including a bonus issue of Shares) to the Registered Shareholder, (ii) Shares acquired by the Registered Shareholder, Holders or Beneficial Owners from the Company through the exercise of rights, warrants or options distributed by the Company to such persons in respect of Deposited Securities, (iii) securities issued by the Company to the Registered Shareholder as such in respect of Deposited securities as a result of a reclassification of Shares or other Deposited Securities or similar event pursuant to Section 4.09, (iv) Shares issued in connection with the deposit exercise of any overallotment rights provided in the Underwriting Agreement and (v) as may otherwise be permitted by applicable law and agreed by the Company and the Depositary in writing from time to time. Permitted deposits shall be made by (i) physical delivery of Shares hereunderto the Custodian, the Depositary accompanied by any appropriate instrument or the Custodian may require the following instruments of transfer or endorsement, in form satisfactory to it: such Custodian, (aii) if available, electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause Shares to be transferred to such account, in each such case accompanied by (x) delivery to the Custodian of a written order from or on behalf of the Custodian of a written order from or on behalf of the person making the deposit directing the Depositary to issue toa GDR or GDRs for, or upon the written make adjustments to its records (as contemplated by Section 2.01 hereof) in order ofto reflect, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs GDSs representing such deposited the Shares so deposited, as well as by (a "Delivery Order"); y) payment of any taxes, governmental charges (bincluding transfer taxes) proper endorsements or duly executed instruments of transfer other fees or charges required in respect of such deposited Shares; connection with the deposit. No Share or other security shall be accepted for deposit unless accompanied by (c1) instruments assigning evidence satisfactory to the Custodian Depositary (which may be an opinion of counsel) that the necessary approval, if any, has been granted by the governmental agency in India which is then performing the function of the regulation of currency exchange, (2) an agreement or its nominee assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any distribution on dividend or right, if any, to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have recorded may thereafter receive upon or in respect of any such deposited Shares or Shares, or, in lieu thereof, such agreement of indemnity therefor; as shall be satisfactory to the Depositary and (d3) if the securities are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to shares for any and all purposes until such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares are registered in the name of the Depositary, the Custodian or its nomineethe nominee of either. In the event that Shares, or securities of any class that may from time to time be deposited with the Custodian pursuant to this Agreement, or depositary shares or receipts representing such Shares or other securities, become listed on a national securities exchange registered under Section 6 of the Securities Exchange Act or quoted in a U.S. automated inter-dealer quotation system (within the meaning of Rule 144A(d)(3)(i)), the Company shall notify the Depositary and the Custodian in writing of such listing or quotation. Thereafter, and notwithstanding any other provision of this Agreement to the extent such registration is practicablecontrary, at the cost Depositary and expense the Custodian shall refuse to accept for deposit any securities of the same class (within the meaning of Rule 144A(d)(3)(i)) as the securities so listed or quoted, unless the person making such deposit (or for whose benefit such deposit is made) and shall obtain furnish evidence satisfactory to the Depositary, in its sole discretion, that the securities to be deposited were not, when issued, of the same class (within the meaning of Rule 144A(d)(3)(i)), as securities so listed or quoted. The Custodian shall refuse to accept Shares for deposit whenever it has been notified, as provided in the following sentence, that the Company has restricted transfer of such registrationShares to comply with the ownership restrictions referred to in Section 3.04 or that such deposit would result in any violation of applicable laws. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares or deposit hereunder. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited or evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to the Custodian of Shares or other securities to be deposited hereunder (including deposits by electronic transfer), together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, transfer and record the Shares or other securities being deposited in the name of the Depositary or its Nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by the Custodian for the account and to the order of the Depositary Depositary, the Custodian or Nominee or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of India. Deposited Securities The Nominee may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or another entity entitled to act as nominee under relevant Indian laws and regulations, provided that the DepositaryDeposited Securities are kept in a segregated deposit account by the Nominee.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with The Company shall make the deposit Initial Deposit of Shares hereunderby physical delivery to the Custodian or, if available, by electronic transfer to the account of the Custodian maintained for that purpose. Unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only (i) Shares and other securities issued to holders of Shares as a dividend or free distribution or acquired by holders of Shares from the Company through the exercise of rights, warrants or options distributed by the Company to holders of Shares and (ii) securities issued by the Company to holders of Shares as a result of reclassification of Shares other Deposited Securities or similar event, may be deposited under this Agreement after the Initial Deposit. the Custodian shall accept Shares from the Company or an affiliate of the Company pursuant to the foregoing paragraph, or Shares as may require be otherwise agreed by the following Company and the Depositary in writing from time to time. Subject to the limitations set forth in the preceding paragraph, Shares may be deposited by (i) physical delivery of certificates evidencing such Shares or securities to the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to it: such Custodian, (aii) if available, electronic transfer of such Shares or securities to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares or securities to be transferred to such account, in any such case accompanied by delivery to the Custodian of a written order from or on behalf of such person directing the Depositary to issue to, a Rule 144A GDR or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing Rule 144A GDRs for the number of ADSs Rule 144A GDSs representing such deposited the Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; so deposited. The Depositary and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present refuse to accept Shares for deposit whenever notified by the Company in writing that such deposit would result in a violation of applicable laws. The Company shall notify the Depositary and the Custodian in writing in the event that Shares, Deposited Securities for registration of transfer into the name or GDRs shall be listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 or quoted in a U.S. automated inter-dealer quotation system (within the meaning of Rule 144A(d)(3)(i)). In such event, notwithstanding any other provision of this Deposit Agreement, the Depositary and the Custodian or its nomineeshall refuse to accept for deposit any Shares, to the extent such registration is practicable, at the cost and expense of unless the person making such deposit shall certify that neither the Shares nor other Deposited Securities to be deposited were, when issued, of the same class (within the meaning of Rule 144A(d)(3)(i)), as securities so listed or quoted. As a condition of accepting Shares for whose benefit deposit and issuing Rule 144A GDRs, the Depositary shall require that the person making such deposit is madefurnish (1) and shall obtain evidence satisfactory to it the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by the governmental agency in the Republic of India, if any, which is then performing the function of the regulation of currency exchange, (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which provides for the prompt transfer to the Depositary of any dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or, in lieu thereof, such agreement of indemnity as shall be satisfactory to the Depositary and (3) except in the case of those deposits referred to in clauses (i) and (ii) of the second preceding paragraph, a fully completed signed certification by or on behalf of the person acquiring beneficial ownership of Rule 144A GDSs upon such deposit substantially in the form attached hereto as Exhibit C-1. At the request, risk and expense of any holder of Shares, and for the account of such registrationholder, the Depositary may receive Shares to be deposited or evidence that Shares have been electronically transferred, if electronic transfer is available, or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such orders, instruments and evidence to the Custodian hereunder. Upon each delivery to the Custodian of Shares to be deposited hereunder (including deposits by electronic transfer, if available), together with the other documents above specified, such Custodian shall, as soon as practicable, transfer and record the Shares being deposited in the name of the Depositary or its Nominee. Deposited Securities shall be held by the Depositary or by the Custodian for the account and to the order of the Depositary or at such other place or places and in such manner as the Depositary shall determine, subject to the applicable laws of the Republic of India. Deposited Securities The Nominee may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or another entity entitled to act as nominee under relevant laws and regulations of the DepositaryRepublic of India, provided that the Deposited Securities are kept in a segregated deposit account by the Nominee.

Deposit of Shares. In (a) The Initial Deposit shall be made by delivery of Shares to an account maintained by the Custodian for such purpose. Provided that the Book-Entry ADSs are accepted for the book-entry settlement systems of DTC, Euroclear and Cedel, it is contemplated that all American Depositary Shares sold in connection with the deposit Initial Deposit will be Book-Entry ADSs. Prior to such delivery, the depositor shall deliver, or cause to be delivered, (i) to the Depositary (A) a certificate signed on behalf of the depositor, certifying the number of Book-Entry ADSs sold in connection with the Initial Deposit (the "Initial Deposit Certificate") and (B) a written order from or on behalf of the depositor directing the Depositary to execute and deliver to DTC or its custodian to be credited to the participant account of Euroclear and Cedel, the Master ADR evidencing the number of Book-Entry ADSs specified in the Initial Deposit Certificate and (ii) to DTC, an instruction on behalf of the Issuer, specifying the DTC participant or participants to whose account(s) such Book-Entry ADSs should be credited. Subsequent to the Initial Deposit, subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, accompanied by all dividend rights and bonus share coupons appurtenant thereto to be paid in the future, or rights to receive such coupons if applicable, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the Custodian may require in accordance with the following in form satisfactory to it: (a) provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order (1) directing the Depositary to issue adjust its records, as contemplated by Section 2.01(b), so as to increase, by the number of American Depositary Shares representing such deposited Shares, the number of American Depositary Shares evidenced by the Master ADR, and specifying the person or persons to whose DTC participant account such increase in the number of American Depositary Shares should be credited or (2) in the case of deposits made at any time that DTC's book-entry settlement system is not available for the Book-Entry ADSs as provided in Section 2.01(b), directing the Depositary to execute and deliver to, or upon the written order of, the person or persons designated stated in such order order, a Direct Registration ADR Receipt or ADRs evidencing Receipts in physical certificated form for the number of Physical ADSs representing such deposited Shares. A deposit of Shares pursuant to the preceding sentence may also be made by the delivery to any custodian hereunder of Shares withdrawn from deposit under the Rule 144A Deposit Agreement, provided that such Shares are no longer restricted securities within the meaning of Rule 144. Notwithstanding anything to the contrary in the foregoing, prior to expiration of a restricted period (defined as the later of 40 days after the initial deposit under this Section 2.02 and the completion of the distribution of the American Depositary Shares, the Rule 144A ADSs and the Shares) and the effectiveness of a registration statement under the Securities Act relating to the American Depositary Shares (a the "Delivery OrderEffective Time"); (b) proper endorsements or , any issuance of American Depositary Shares pursuant to this Deposit Agreement shall be subject to receipt by the Depositary of a duly executed instruments and completed written certificate and agreement ("Depositor Certificate"), in substantially the form attached as Annex I hereto, by or on behalf of transfer in respect the person who will be the beneficial owner of the American Depositary Share or American Depositary Shares to be issued upon deposit of such deposited Shares; (c) instruments assigning . No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Turkey and any necessary approval has been granted by any governmental body in the laws of Turkey, if any, which is then performing the function of the regulation of currency exchange, including a certificate by or on behalf of the person depositing such Shares that there are no restrictions in the Turkish exchange control laws then in force that are applicable to the transfer to the Depositary of dividends or any other rights arising out of the Depositary's acquisition, holding or disposal of such Shares within or outside Turkey or to the receipt of Lira upon disposal of such Shares or the conversion, by or on behalf of the Depositary of such amounts denominated in Lira into any other currency, other than the restrictions on the right to participate in Board of Directors' or stockholders' meetings, or exercise voting rights with respect to Shares, in the absence of registration with the appropriate authorities in Turkey, which registration has not been made. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or its nominee right to subscribe for additional Shares or to receive other property which any distribution on person in whose name the Shares are or have been registered may thereafter receive upon or in respect of such deposited Deposited Securities, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares or indemnity therefor; and (d) proxies entitling to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Upon each delivery to vote a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such deposited Shares. As Custodian shall, either (a) as soon as practicable after transfer and recordation can be accomplished, subsequent to receipt by the Depositary or its nominee or the Custodian receives Deposited Securities pursuant of any required government approvals, present such certificate or certificates to any such deposit the Issuer or pursuant to paragraph (10) or (13) the Foreign Registrar, if applicable, for transfer and recordation of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, such presentation to be at the sole discretion of the Depositary or its nominee or such Custodian or (b) if such certificates for Shares are delivered to the extent Custodian with a form of transfer executed in blank and the Depositary or its nominee or such registration is practicable, at Custodian does not present such Shares to the cost and expense appointed agent of the person making such deposit (Issuer for the transfer and registration of the Shares for transfer or for whose benefit such deposit recordation thereof, it is made) and shall obtain evidence satisfactory to it agreed that ownership or co-ownership of such registration. Deposited Securities Shares shall pass to the Depositary for the purpose of this Deposit Agreement and that the transfer of possession shall be held effected by delivery of such certificate directly to the Custodian who shall hold it in safe custody for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery benefit of the documents, payments Owners and Delivery Order referred to herein to the Custodian or the DepositaryBeneficial Owners.

Deposit of Shares. In connection with the deposit of a whole number of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited SharesShares together with, and in the case of bearer shares, along with, any other documents and payments required hereunder; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As If applicable, as soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In Subject to paragraph (1) of each form of ADR, in connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian Depositary or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian Depositary to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the applicable form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian Depositary or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form reasonably satisfactory to it: (a) a written order directing the Depositary to issue execute and deliver to, or upon the written order of, the person or persons designated in such order a Direct Registration an ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; and (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; . Shares or evidence of rights to receive Shares may be deposited by any person (including by electronic transfer thereof) by inscription of ownership of such Shares in the name of the Depositary in the Company’s share register and (d) proxies entitling in an account maintained by the Custodian to vote such deposited Sharesas agent on behalf of the Holder. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in the Deposit Agreement. As long as the Depositary holds any Shares pursuant to this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or shall ensure that at least one Share is owned in the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery name of the documents, payments Depositary and Delivery Order referred to herein to one Share is owned in the Custodian or name of the DepositaryCustodian.

Deposit of Shares. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, at the account maintained by the Custodian for such purpose at the CSB. Shares or evidence of rights to receive Shares may be deposited through (x) the electronic transfer of such Shares to the account maintained by the Custodian for such purpose at the CSB, (y) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account or (z) delivery of certificates representing such Shares. If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Depositary, the Custodian or its a nominee of either of them any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Depositary, the Custodian or its nomineea nominee of either of them, to the extent such registration is practicablepracticable or possible, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Shares deposited hereunder and other Deposited Securities eligible for deposit with CSB shall be held by the Custodian for the at its account and to the order of the Depositary at CSB or in such other place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.

Deposit of Shares. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, at the account maintained by the Custodian for such purpose at the CSB. Shares or evidence of rights to receive Shares may be deposited through (x) the electronic transfer of such Shares to the account maintained by the Custodian for such purpose at the CSB, (y) evidence satisfactory to the Custodian of irrevocable instructions to cause such Shares to be transferred to such account or (z) delivery of certificates representing such Shares. If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Shares deposited hereunder and other Deposited Securities eligible for deposit with CSB shall be held by the Custodian for the at its account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determineCSB. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary.