Common use of Disclosure of Interests Clause in Contracts

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao Comissão de Valores Mobiliarios Mobiliários (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitationHolders, and Beneficial Owners and Beneficial Owners shall all persons holding ADSs (or any interest therein) agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. The Depositary and Notwithstanding any other provision of the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effector this ADR, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") each Holder and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 1985 (as amended from time to time and including any statutory modification or documents reasonably available only through the Companyre-enactment thereof, the Depositary "Companies Act") or the Articles of Association of the Company within the time period specified in such Disclosure Notice. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the right Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the Deposited Securities held on account or on behalf provisions of Owners the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder and Beneficial Owner who is or its nominee becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and (ii) thereafter in certain circumstances upon any change to the extent reasonably requested particulars previously notified) notify the Company as required by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionCompanies Act.

Disclosure of Interests. To the extent that the provisions of or governing any or to which such Deposited Securities (including the Company's Charter or applicable law) are otherwise subject may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitationHolders, and Beneficial Owners and Beneficial Owners shall all persons holding ADSs (or any interest therein) agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's ’s compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. The Depositary and Notwithstanding any provision of the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effector of this ADR and without limiting the foregoing, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") by being a Holder of an ADR, each such Holder and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 Beneficial Owner agrees to provide such information or documents reasonably available only through as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the Articles of the Company. By accepting or holding this ADR, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Articles which currently include, the Depositary has withdrawal of the right voting rights of such Shares and the imposition of restrictions on the rights to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in receive dividends on and to transfer such Shares. In addition, by accepting or holding this ADR each Holder and Beneficial Owner agrees to comply with the Deposited Securities held on account or on behalf provisions of Owners the Articles with regard to the notification to the Company or its nominee and (ii) of interests in Shares, which currently provide, inter alia, that any member must comply with certain notification obligations to the extent reasonably requested by Company set forth in the Company and not prohibited by applicable lawArticles, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails were a UK-issuer (and not a non-UK Issuer) for the purposes of these provisions. Such notification obligations are extended to appoint a new depositary within 60 days of each Holder and Beneficial Owner where such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein Holder and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in Beneficial Owner is aware that another person for whom it holds such sectionADRs is so interested.

Disclosure of Interests. To the extent that provisions The Issuer may from time to time request Owners of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities Receipts to provide information as to the Company capacity in which such Owners own or owned Receipts and may provide for blocking transfer regarding the identity of any other persons then or previously interested in such Receipts and voting or the nature of such interest and various other rights matters. The Depositary agrees to enforce such disclosure or limit such ownership, the Depositary shall use its best reasonable efforts that are reasonable under the circumstances to comply with Company reasonable written instructions as to Receipts in respect of received from the Issuer requesting that the Depositary forward any such enforcement or limitation, requests to the Owner and Owners and Beneficial Owners shall comply with all to forward to the Issuer any such disclosure requirements and ownership limitations and shall cooperate with responses to such requests received by the Depositary's compliance with such Company instructions. The Each of the Depositary and the Company Issuer hereby confirm confirms to each the other that, that for as long as this the Deposit Agreement is in effect, they it shall furnish to the Comissao de Valores Mobiliarios (the "CVM") CVM and the Central Bank of Brazil Bank, at any time and within the period that may be determined, with any information and documents related to the Receipts American Depositary Share program and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyReceipts issued thereunder. In the event that the Depositary or the Custodian shall be advised (in writing) writing by reputable independent Brazilian counsel that the Depositary or the Custodian reasonably could be subject to criminal criminal, or material, as reasonably determined by the Depositary, civil liabilities civil, liability as a result of the Company Issuer having failed to provide such information or documents reasonably available only through the CompanyIssuer, the Depositary has shall have the right to immediately resign as terminate the Deposit Agreement, upon at least 30 days’ prior notice to the Owners and the Issuer, and the Depositary and will shall not be subject to any liability hereunder for thereunder on account of such resignation termination or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant Issuer shall be advised in writing by reputable independent Brazilian counsel that the Issuer could be subject to this paragraph either (i) criminal, or material, as reasonably determined by the Company will appoint Issuer, civil, liability as a new depositary, in which case the Company will assume the obligations stated as the obligations result of the Depositary under Section 5.04 herein having failed to provide such information or (ii) if documents reasonably available only through the Company fails Depositary, the Issuer shall have the right to appoint a new depositary within 60 days instruct the Depositary to terminate the Deposit Agreement, upon at least 30 days’ prior notice to the Depositary, and the Issuer shall not be subject to any liability thereunder on account of such resignation, this termination or such determination. The effect of any such termination of the Deposit Agreement shall be terminated as provided in accordance Section 6.02. Notwithstanding any other provision of the Deposit Agreement, each Owner agrees to comply with Section 6.02 herein requests from the Issuer pursuant to Brazilian law, the rules of the Brazilian Stock Exchange, and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Estatuto of the Issuer, which are made to provide information, inter alia, as to the capacity in which such Owner owns Receipts (and Shares, as the case may be) and regarding the identity of any other person interested in such Receipts and the Company or its designated agent will assume the obligations stated as the obligations nature of such interest, and the Depositary in agrees to use its reasonable efforts to comply with written instructions received from the Issuer requesting that the Depositary forward any such sectionrequest from the Issuer to the Owners and to forward to the Issuer any such responses to such requests received by the Depositary, to the extent that disclosure is permitted by applicable law.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances Holders and all persons holding ADRs agree to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. The Depositary and Notwithstanding any provision of the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effector of this ADR and without limiting the foregoing, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank by being a Holder of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by an ADR, each such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or documents reasonably available only through re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding this ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the Depositary has withdrawal of the right voting rights of such Shares and the imposition of restrictions on the rights to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in receive dividends on and to transfer such Shares. In addition, by accepting or holding this ADR each Holder agrees to comply with the Deposited Securities held on account or on behalf provisions of Owners the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or its nominee becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and (ii) thereafter in certain circumstances upon any change to the extent reasonably requested particulars previously notified) notify the Company as required by the Company and not prohibited by applicable lawCompanies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionnearest whole number.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) The Company may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities from time to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and time request Owners and Beneficial Owners shall comply with all to provide information (a) as to the capacity in which such disclosure requirements Owners and ownership limitations Beneficial Owners own or owned American Depositary Shares, (b) regarding the identity of any other persons then or previously interested in such American Depositary Shares and shall cooperate with (c) the Depositary's compliance with nature of such interest and various other matters. Each Owner and Beneficial Owner agrees to provide any information requested by the Company instructionsor the Depositary pursuant to this Section. The Depositary and agrees to use reasonable efforts to comply with written instructions received from the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish requesting that the Depositary forward any such requests to the Comissao de Valores Mobiliarios Owners and Beneficial Owners and to forward in a timely manner to the Company any responses to such requests received by the Depositary to the extent permitted by applicable law. Owners and Beneficial Owners will be subject to the provisions of the Hong Kong Securities (Disclosure of Interests) Ordinance (the "CVM"“Ordinance”) and the Central Bank any other legislation or regulations of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities Hong Kong from time to timetime in effect regarding the disclosure of interests in Shares. For the purposes of this Section, whether the term “interest” shall have the meaning ascribed thereto in the Ordinance. Under the Ordinance, an Owner or Beneficial Owner may have a duty to notify the Company and the The Stock Exchange of Hong Kong Limited if such information and documents are requested from Owner or Beneficial Owner becomes aware that its interest in Shares (including its interest in Shares represented by American Depositary Shares) equals or exceed 10% or more of the Depositary or issued share capital of the Company. Such Owner or Beneficial Owner may be required to further notify the Company and the Hong Kong Stock Exchange of certain changes in such Owner’s or Beneficial Owner’s interest in the Shares, or if such Owner or Beneficial Owner ceases to have an interest in 10% or more of the issued share capital of the Company. Under the Ordinance, the Company has certain rights and duties to make inquiries to persons whom the Company knows or has reasonable cause to believe to be interested in the Shares (including in Shares represented by American Depositary Shares) concerning such persons’ interest in the Shares. In the event that any person with whom the Depositary Company has made such inquires fails to respond thereto, or the Custodian shall be advised (provides false information in writingresponse thereto, such person may also) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to sanctions and criminal or material, as reasonably determined by the Depositary, civil liabilities as a result of penalties. The Depositary agrees that it shall use reasonable efforts to assist the Company having failed to provide in obtaining such information or documents reasonably available only through the Companywith respect to American Depositary Shares, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determinationprovided that, except that (i) the Depositary shall promptly, but as otherwise provided in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that , nothing herein shall be interpreted as obligating the Depositary resigns pursuant to this paragraph either (i) provide or obtain any such information not provided to the Company will appoint a new depositary, Depositary by such Owners or Beneficial Owners or otherwise in which case the Company will assume the obligations stated as the obligations possession of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionDepositary.

Disclosure of Interests. To Notwithstanding any other provision of this Deposit Agreement, each Owner and Beneficial Owner agrees to be bound by and subject to the Articles (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent that feasible), and to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or governing the Articles. Failure of an Owner or Beneficial Owner to provide in a timely fashion the information requested in any Deposited Securities (including Disclosure Notice may, in the Company's Charter sole discretion, result in the withholding of certain rights in respect of such Owner or applicable law) may require Beneficial Owner's American Depositary Shares (including voting rights and certain rights as to dividends in respect of the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities represented by such American Depositary Shares). The Depositary agrees to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best reasonable efforts that are reasonable under the circumstances to comply with Company any instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and received from the Company hereby confirm requesting that the Depositary take the actions specified therein to each other thatobtain such information. In addition, for any Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act of 1985, as long as this Deposit Agreement is in effect, they shall furnish amended from time to the Comissao de Valores Mobiliarios time (the "CVMCompanies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable percentage" (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Companies Act, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information and documents are requested from the Depositary or the Company. In Custodian, as the event that registered owners of Shares, pursuant to the Depositary Articles or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialCompanies Act, 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Custodian, as the case may be, shall be limited to disclosing to the Company fails such information relating to appoint a new depositary within 60 days the Shares in question as has in each case been recorded by it pursuant to the terms of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionAgreement.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's '’s Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's '’s compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao Comissão de Valores Mobiliarios Mobiliários (the "“CVM"”) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's '’s obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or ’s Memorandum and Articles of Association, and applicable English law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer transfers and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and all Owners and Beneficial Owners of Receipts shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's Depositary in its compliance with such any Company instructionsinstructions relating to those requirements and limits. The Depositary Each Owner and Beneficial Owner shall provide information that the Company hereby confirm to each other that, for as long as this Deposit Agreement is may request in effect, they shall furnish a disclosure notice (a “Disclosure Notice”) given pursuant to the Comissao de Valores Mobiliarios United Kingdom Companies Xxx 0000 (that Act, as amended and including any statutory re-enactment of that Act, the "CVM"“Companies Act”) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result Memorandum of Association of the Company having failed within the time period specified in that Disclosure Notice as if interests in Shares includes interests in Deposited Securities. In addition, each Owner and Beneficial Owners shall comply with the provisions of the Companies Act with regard to provide such information or documents reasonably available only through notifying the Company, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that Company of (i) the Depositary shall promptly, but interests in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee Shares and (ii) interests in Deposited Securities as if references in section 793 of the Companies Act were to such Deposited Securities as well as to Shares. As of the date of the Deposit Agreement, the Companies Act requires that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Shares is so interested, must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the extent reasonably requested particulars previously notified), notify the Company as required by the Company Companies Act, and not prohibited by applicable lawfor the purposes of this Agreement, the Depositary Company shall provide further require that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in Deposited Securities representing three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Deposited Securities is so interested, must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified), notify the Company or any successor depositary hereunder with access, during normal business hours, as if references in section 793 of the Companies Act were to such records Deposited Securities as may be reasonably necessary well as to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionShares.

Disclosure of Interests. To Notwithstanding any other provision of the Deposit Agreement and this Receipt, each Owner and Beneficial Owner agrees to be bound by and subject to the Articles (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent that feasible), and to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or governing the Articles. Failure of an Owner or Beneficial Owner to provide in a timely fashion the information requested in any Deposited Securities (including Disclosure Notice may, in the Company's Charter sole discretion, result in the withholding of certain rights in respect of such Owner or applicable law) may require Beneficial Owner's American Depositary Shares (including voting rights and certain rights as to dividends in respect of the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities represented by such American Depositary Shares). The Depositary agrees to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best reasonable efforts that are reasonable under the circumstances to comply with Company any instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and received from the Company hereby confirm requesting that the Depositary take the actions specified therein to each other thatobtain such information. In addition, for any Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act of 1985, as long as this Deposit Agreement is in effect, they shall furnish amended from time to the Comissao de Valores Mobiliarios time (the "CVMCompanies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable percentage" (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Companies Act, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information and documents are requested from the Depositary or the Company. In Custodian, as the event that registered owners of Shares, pursuant to the Depositary Articles or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialCompanies Act, 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Custodian, as the case may be, shall be limited to disclosing to the Company fails such information relating to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated the Shares in accordance with Section 6.02 herein and question as has in each case been recorded by it pursuant to the Company or its designated agent will assume the obligations stated as the obligations terms of the Depositary in such sectionDeposit Agreement.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or ’s Memorandum and Articles of Association, and applicable English law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer transfers and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and all Owners and Beneficial Owners of Receipts shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's Depositary in its compliance with such any Company instructionsinstructions relating to those requirements and limits. The Depositary Each Owner and Beneficial Owner shall provide information that the Company hereby confirm to each other that, for as long as this Deposit Agreement is may request in effect, they shall furnish a disclosure notice (a “Disclosure Notice”) given pursuant to the Comissao de Valores Mobiliarios United Kingdom Companies Xxx 0000 (that Act, as amended and including any statutory re-enactment of that Act, the "CVM"“Companies Act”) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result Memorandum of Association of the Company having failed within the time period specified in that Disclosure Notice as if interests in Shares includes interests in Deposited Securities. In addition, each Owner and Beneficial Owners shall comply with the provisions of the Companies Act with regard to provide such information or documents reasonably available only through notifying the Company, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that Company of (i) the Depositary shall promptly, but interests in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee Shares and (ii) interests in Deposited Securities as if references in section 793 of the Companies Act were to such Deposited Securities as well as to Shares. As of the date of the Deposit Agreement, the Companies Act requires that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Shares is so interested, must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the extent reasonably requested particulars previously notified), notify the Company as required by the Company Companies Act , and not prohibited by applicable lawfor the purposes of this Agreement, the Depositary Company shall provide further require that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in Deposited Securities representing three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Deposited Securities is so interested, must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified), notify the Company or any successor depositary hereunder with access, during normal business hours, as if references in section 793 of the Companies Act were to such records Deposited Securities as may be reasonably necessary well as to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionShares.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances When required in order to comply with Company instructions as to Receipts in respect applicable laws and regulations, the rules and requirements of the Australian Securities Exchange, the Nasdaq Global Market or any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with other stock exchange on which the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary Shares or the Company. In the event that the American Depositary Shares are registered, traded or listed or any book-entry settlement system, or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary articles of association or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result similar document of the Company having failed to provide such information or documents reasonably available only through the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary has information relating to: (a) the right capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is, in the Company’s reasonable opinion, required for that compliance. Each Owner and Holder agrees to immediately resign as provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and will not be subject the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to any liability hereunder for such resignation a request made pursuant to this Section relating to that Holder that is known to that Owner or such determination, except other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that (i) the Depositary shall promptly, but forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in no event later than three business days, response to that request. The Depositary may charge the Company a fee (to be agreed at the time between the Company and the Depositary) and its documented expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the United States and Australia (if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners extent applicable) with respect to the Company or its nominee disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, including requirements to make notifications and (ii) filings within the required timeframes to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hoursCompany, to such records as may be reasonably necessary the Commission, to enable the Company Australian Securities Exchange and any other authorities in the United States or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionAustralia.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) The Company may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities from time to time request Owners to provide information as to the Company capacity in which such Owners own or owned Receipts and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, regarding the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect identity of any other persons then or previously interested in such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by nature of such authorities from time to time, whether such information interest and documents are requested from the Depositary or the Companyvarious other matters. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 Each Owner agrees to provide such any information or documents reasonably available only through the Company, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company or the Depositary pursuant to Section 3.04 of the Deposit Agreement. The Depositary agrees to comply with reasonable written instructions received from the Company requesting that the Depositary forward any such requests to the Owners and not prohibited to forward promptly to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision in the Deposit Agreement or any Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or regulation or the Articles of Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the American Depositary Shares where such transfer may result in the total number of Shares represented by the American Depositary Shares owned by a single Holder or Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of American Depositary Shares, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Owner of the Shares represented by the American Depositary Shares held by such Holder or Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Incorporation of the Company. Nothing herein shall provide be interpreted as obligating the Depositary or the Company or any successor depositary hereunder to ensure compliance with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill ownership restrictions described in Section 3.05 of the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In Applicable laws and regulations may require holders and beneficial owners of Shares, including the event that Holders and Owners, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Owners are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the Depositary resigns pursuant extent and in the form required by applicable laws and regulations as in effect from time to this paragraph either (i) time. Neither the Depositary, the Custodian, the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations nor any of the Depositary under Section 5.04 herein their respective agents or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement affiliates shall be terminated in accordance with Section 6.02 herein required to take any actions whatsoever on behalf of Holders or Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionregulations.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter Companys Estatuto Social or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and or other securities to the Company and may provide for blocking transfer and blocking, transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best reasonable efforts that are to comply, to the extent permitted by applicable law, with reasonable under written instructions it receives from the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement those requirements or limitation, and limitations. Owners and Beneficial Owners shall agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary's Depositary in the Depositarys compliance with such any Company instructionsinstructions in respect thereof. The Each of the Depositary and the Company hereby confirm to each other that, that for as long as this the Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil Brazil, at any time and within the period that may be determined, with any information and documents related to the Receipts approved American Depositary Receipt program and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyReceipts issued thereunder. In the event that the Depositary or the Custodian shall be advised (in writing) writing by reputable independent Brazilian counsel that the Depositary or 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 has shall have the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation resignation, the Depositary shall otherwise be discharged from all of its obligations under this the Deposit Agreement. In the event that the Depositary resigns Resignation pursuant to this paragraph either (i) the Company will appoint a new depositary, shall be effected in which case the Company will assume the obligations stated as the obligations accordance with Section 5.4 of the Depositary under Section 5.04 herein or (ii) Deposit Agreement; provided that if the Company fails to appoint a new depositary within 60 days of such resignation, this the Deposit Agreement shall be terminated in accordance with Section 6.02 herein 6.2 of the Deposit Agreement and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter Memorandum and Articles of Association or applicable English law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners of Receipts shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's Depositary in its compliance with such any Company instructionsinstructions relating to those requirements and limits. The Depositary Each Owner and Beneficial Owner shall provide information the Company hereby confirm to each other that, for as long as this Deposit Agreement is may request in effect, they shall furnish a disclosure notice (a "Disclosure Notice") given pursuant to the Comissao de Valores Mobiliarios United Kingdom Companies Act 1985 (that Act, as amended and including any statutory re-enactment xx xxxx Act, the "CVMCompanies Act") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result Memorandum and Articles of Association of the Company having failed within the time period specified in that Disclosure Notice. In addition, each Owner and Beneficial Owner shall comply with the provisions of the Companies Act with regard to provide such information notifying the Company of interests in Shares. As of the date of the Deposit Agreement, failure to comply with a Disclosure Notice could result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or documents reasonably available only through was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association of the Company, including the Depositary has withdrawal of the right voting rights of those Shares and the imposition of restrictions on the rights to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in receive dividends and to transfer those Shares. As of the Deposited Securities held on account date of the Deposit Agreement, the Companies Act required that any person that is or on behalf becomes directly or indirectly interested (within the meaning of Owners the Companies Act) in three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Shares is so interested must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified), notify the Company or its nominee and (ii) to the extent reasonably requested as required by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionCompanies Act.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter ’s Estatuto Social or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and or other securities to the Company and may provide for blocking transfer and blocking, transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best reasonable efforts that are to comply, to the extent permitted by applicable law, with reasonable under written instructions it receives from the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement those requirements or limitation, and limitations. Owners and Beneficial Owners shall agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's ’s compliance with such any Company instructionsinstructions in respect thereof. The Each of the Depositary and the Company hereby confirm confirms to each the other that, that for as long as this the Deposit Agreement is in effect, they it shall furnish to the Comissao Comissāo de Valores Mobiliarios Mobiliários (the "“CVM"”) and the Central Bank of Brazil Brazil, at any time and within the period that may be determined, with any information and documents related to the Receipts approved American Depositary Receipt program and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyReceipts issued hereunder. In the event that the Depositary or the Custodian shall be advised (in writing) writing by reputable independent Brazilian counsel that the Depositary or 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 has shall have the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation resignation, the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns Resignation pursuant to this paragraph either (i) the Company will appoint a new depositary, shall be effected in which case the Company will assume the obligations stated as the obligations of the Depositary under accordance with Section 5.04 herein or (ii) 5.4; provided that if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 6.2 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or ----------------------- governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios Mobiliari (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the The Company and maythe Depositary may from time to time request Owners, former Owners, Beneficial Owners or former Beneficial Owners to provide for blocking transfer and voting votinginformation as to the capacity in which they own or other rights to enforce enforceowned Receipts or own or owned such disclosure or limit limitbeneficial interest and regarding the identity of any other persons then or previously interested in such ownership, the Depositary shall use its best efforts that are areReceipts and the nature of such interest and various other matters. Each such Owner or Beneficial Owner agrees to provide any such information requested by the Company or the Depositary pursuant to this Section. The Depositary agrees to use its reasonable under the circumstances to efforts to comply with Company the reasonable and practicable written instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with suchfrom the Company instructions.requesting that the Depositary forward any such requests to the Owners or Beneficial Owners and forward to the Company instructionsany such responses to such requests received by the Depositary. The Each of the Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao ComissãoCommisão de Valores Mobiliarios Mobiliários (the theof "CVM") CVM")Brazil and the Banco Central Bank of ofdo Brazil any information and documents related to the Receipts and the Depositary's '’s obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal criminal, or material, as reasonably determined by the Depositary, civil civil, liabilities as a result of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary has hasshall have the right to immediately resign as asterminate this Deposit Agreement, upon at least 15 days’ prior notice to the Owners and the Company, and the Depositary and will willshall not be subject to any liability hereunder for foron account of such resignation resignationtermination or such determination, except that (i) the Depositary Depositary. The effect of any such termination of this Deposit Agreement shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records bybe as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, provided in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section6.02.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) The Bank from time to time may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities request Holders to provide information as to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownershipcapacity in which they own Receipts, the Depositary shall use its best efforts that are reasonable under the circumstances nature and extent of such ownership and certain other matters. Notwithstanding any other provision of this Deposit Agreement, each Holder agrees to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested requests made by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In Bank, which are made pursuant to this Section to disclose, among other things, whether he is the event beneficial owner of the American Depositary Shares of which he is the registered holder and, if he is not the beneficial owner of any or all of such American Depositary Shares, to disclose and specify every person in trust for whom or on whose behalf the Holder holds the same Where any Holder has been required to make such disclosure and has failed to do so within 30 days after being required to do so, the Holders agree that the Bank may prohibit such Holder from attending, or exercising voting power, either personally or by proxy, over the Ordinary Stock underlying the American Depositary or Shares held by such Holder in respect of which such request for disclosure was made (the Custodian shall be advised (“Default Shares” which expression includes any further American Depositary Shares which are issued in writingrespect of such Default Shares) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result at any General Court of the Company having failed Bank or to provide exercise any other rights conferred by membership in relation to General Courts of the Bank unless and until he has made such information or documents reasonably available only through the Companydisclosure and, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for if such resignation Default Shares represent at least five percent (5%) (or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records other percentage as may be reasonably necessary to enable determined under the Company provisions of Section 70 of the Companies Act 1990) of the Ordinary Stock then in issue, the Bank may retain any dividends (or part thereof) or any moneys otherwise payable on the Ordinary Stock underlying such successor depositary to fulfill the obligations that Default Shares and the Depositary would have had hereunder but for such resignation. Upon effectiveness may, and at the request of the Bank shall, not register any transfer of such resignation Default Shares. The Depositary agrees to forward to the Depositary shall otherwise be discharged Holder any such requests received from all of the Bank and to use its obligations reasonable best efforts to take any other reasonable and practicable actions specified by the Bank to obtain such information and to effect the limitations described in the previous sentence There are no restrictions under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations Charter and Bye-Laws of the Depositary Bank or under Section 5.04 herein Irish law, as currently in effect, which limit the right of non-Irish resident holders of Shares to hold, or (ii) if the Company fails freely to appoint a new depositary within 60 days of such resignationvote, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionShares.

Disclosure of Interests. To the extent that provisions Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of or governing any Deposited Securities American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company's Charter , the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or applicable lawother persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) may require any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of beneficial all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under Section 3.4 of the Deposit Agreement. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Deposited SecuritiesShares, other all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and other securities filings within the required timeframes to the Company and may provide for blocking transfer and voting or any other rights to enforce such disclosure or limit such ownership, authorities of the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary European Union and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank Federal Republic of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionGermany.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances Holders and all persons holding ADRs agree to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Depositary's compliance Holder thereof as a holder of Shares and Holders agree to comply with such Company instructions. The Depositary and agrees to cooperate with the Company hereby confirm in its efforts to each inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Notwithstanding any other that, for as long as this provision of the Deposit Agreement is in effector of this ADR, they shall furnish by being a Holder of an ADR each such Holder agrees to comply with notices served on it or him by the Comissao de Valores Mobiliarios Company pursuant to Section 672 A and B of the Corporations Act of 2001 (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder Australia), as may be requested by such authorities amended from time to time, whether or otherwise to provide information required by such notices (which is effectively information as to the interests of the Holder in the Shares underlying the relevant ADRs and documents are requested regarding the identity of any other person interested in such ADRs and the nature of such interest). The Depositary agrees to use its reasonable efforts to forward, upon the written request and expense of the Company, any such written request from the Depositary or Company to the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject Holders of ADRs and to criminal or materialforward, as reasonably determined promptly as practicable, to the Company any such responses to such requests received by the Depositary. For purposes of this paragraph (6) only, civil liabilities as each Holder of an ADR agrees that it will be deemed to be a result holder of Shares rather than ADRs, and that Sections 671 A and B and 672 A and B of the Company having failed Corporations Act of 2001 (Australia) shall be applicable to provide such information or documents reasonably available only through the Company, the Depositary has the right to immediately resign it as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness it was a holder of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionShares.

Disclosure of Interests. To Notwithstanding any other provision of this Receipt, the Owner and Beneficial Owner hereof agrees to comply with requests from the Issuer which are made under statutory provisions in the United Kingdom to provide information as to the capacity in which such Owner or Beneficial Owner owns this Receipt and regarding the identity of any other person interested in this Receipt and the nature of such interest and may, pursuant to such statutory provisions and any provisions of the Memorandum and Articles of Association of the Issuer, forfeit the right to vote and to direct the voting of, and be prohibited from transferring, this Receipt if compliance is not made, all as if this Receipt were to the extent that provisions of or governing any Deposited Securities (including practicable the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities represented hereby. The Depositary agrees to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company any instructions received from the Issuer requesting that the Depositary take the reasonable actions specified therein to obtain such information, except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Owner or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority (or any successor), as amended from time to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios time (the "CVM"“Disclosure and Transparency Rules”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Issuer as required by the Disclosure and Transparency Rules. If the Issuer requests information and documents are requested from the Depositary or the Company. In Custodian, as the event that registered owners of Shares, pursuant to the Depositary Memorandum and Articles of Association of the Issuer, the Disclosure and Transparency Rules or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialUK Companies Axx 0000, as reasonably determined by amended from time to time (the Depositary“Companies Act”), civil liabilities as a result of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignationCustodian, this Deposit Agreement as the case may be, shall be terminated limited to disclosing to the Issuer such information relating to the Shares in accordance with Section 6.02 herein and question as has in each case been recorded by it pursuant to the Company or its designated agent will assume the obligations stated as the obligations terms of the Depositary in such sectionDeposit Agreement.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) The Bank from time to time may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities request Holders to provide information as to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownershipcapacity in which they own Receipts, the Depositary shall use its best efforts that are reasonable under the circumstances nature and extent of such ownership and certain other matters. Notwithstanding any other provision of this Deposit Agreement, each Holder agrees to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested requests made by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyBank, which are made pursuant to this Section to disclose, among other things, whether he is the beneficial owner of the American Depositary Shares of which he is the registered holder and, if he is not the beneficial owner of any or all of such American Depositary Shares, to disclose and specify every person in trust for whom or on whose behalf the Holder holds the same. In Where any Holder has been required to make such disclosure and has failed to do so within 30 days after being required to do so, the event Holders agree that the Bank may prohibit such Holder from attending, or exercising voting power, either personally or by proxy, over the Ordinary Stock underlying the American Depositary or Shares held by such Holder in respect of which such request for disclosure was made (the Custodian shall be advised ("Default Shares" which expression includes any further American Depositary Shares which are issued in writingrespect of such Default Shares) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result at any General Court of the Company having failed Bank or to provide exercise any other rights conferred by membership in relation to General Courts of the Bank unless and until he has made such information or documents reasonably available only through the Companydisclosure and, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for if such resignation Default Shares represent at least five percent (5%) (or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records other percentage as may be reasonably necessary to enable determined under the Company provisions of Section 70 of the Companies Act 1990) of the Ordinary Stock then in issue, the Bank may retain any dividends (or part thereof) or any moneys otherwise payable on the Ordinary Stock underlying such successor depositary to fulfill the obligations that Default Shares and the Depositary would have had hereunder but for such resignation. Upon effectiveness may, and at the request of the Bank shall, not register any transfer of such resignation Default Shares. The Depositary agrees to forward to the Depositary shall otherwise be discharged Holder any such requests received from all of the Bank and to use its obligations reasonable best efforts to take any other reasonable and practicable actions specified by the Bank to obtain such information and to effect the limitations described in the previous sentence. There are no restrictions under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations Charter and Bye-Laws of the Depositary Bank or under Section 5.04 herein Irish law, as currently in effect, which limit the right of non-Irish resident holders of Shares to hold, or (ii) if the Company fails freely to appoint a new depositary within 60 days of such resignationvote, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionShares.

Disclosure of Interests. To Notwithstanding any other provision of this Deposit Agreement, each Owner and Holder of American Depositary Shares agrees to comply with requests from the extent that provisions of or governing any Deposited Securities (including the Company's Charter or Company pursuant to applicable law) may require the disclosure of laws and regulations regarding beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances agree to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations limitations, to provide information, inter alia, as to the capacity in which such Owner or Holder owns American Depositary Shares (and shall cooperate Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, whether or not they are Owners or Holders at the time of such request and to comply with the Depositary's compliance Company’s articles of association and any other organizational documents, as they may be amended from time to time. The Depositary shall provide reasonable assistance to the Company, at the Company’s request, in obtaining information sought by the Company pursuant to this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of England and Wales (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company, to the Financial Conduct Authority and any other authorities in England and Wales. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such Company instructions. The Depositary and agrees to cooperate with the Company hereby confirm in its efforts to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank inform Holders of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In 's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by part of 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company on the manner or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, manners in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails it may enforce such rights with respect to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionany Holder.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities When required in order to comply with applicable laws and regulations (including the rules and regulations of any stock exchange on which the Shares are, or will be, traded or listed, or the rules and requirements of any clearing system through which transactions in the Shares may be settled) or the articles of association or similar document of the Company as in effect from time to time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's Charter or applicable law) may require expense, to comply with written instructions requesting that the disclosure of beneficial or other ownership of Deposited Securities, other Shares Depositary forward any request authorized under this Section to the Owners and other securities to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and may provide its expenses for blocking transfer and voting or other complying with requests under this Section 3.4. If the Company notifies the Depositary that it restricts rights to enforce such vote or transfer Deposited Securities with respect to which a disclosure or limit such ownershiprequest of the kind referred to in this Section 3.4 has not been complied with, the Depositary shall use its best reasonable efforts that are reasonable under to follow instructions it receives from the circumstances Company to give effect to those restrictions to the extent practicable. Each Owner and Holder of American Depositary Shares further agrees to comply with Company instructions as to Receipts in respect the laws and regulations of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios Sweden (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account extent applicable) with respect to the disclosure requirements regarding ownership or on behalf potential for ownership of Owners Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, other authorities in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionSweden.

Disclosure of Interests. To Notwithstanding any other provision of the extent that provisions of or governing any Deposited Securities (including Deposit Agreement, each Owner and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited SecuritiesStatuts, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities amended from time to time, whether and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the Receipts were the Shares represented thereby. As of the date of the Deposit Agreement, such disclosure requirements are summarized as follows: Each Owner and Beneficial Owner agrees to (a) promptly provide such information as the Company or the Depositary may request from time to time pursuant to any applicable laws, regulations or the organizational or corporate documents of the Company (including, without limitation, French law, any applicable law of the United States, the Company Statuts, any resolutions of the Company’s Board of Directors adopted pursuant to such Statuts, the requirements of any markets or exchanges upon which the Shares, American Depositary Shares or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the American Depositary Shares or Receipts may be transferred), and documents (b) be bound by and subject to such laws, regulations, and organizational and corporate documents, to the same extent as if such Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are requested Owners or Beneficial Owners at the time such request is made. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary. Without limiting the generality of the foregoing, each Owner and Beneficial Owner, acting alone or in concert, agrees to comply with the Company’s Articles of Association (statuts) and any other organizational document, as the same may be amended from time to time, and French law, with respect to disclosure requirements regarding ownership, and the potential for ownership (including through any derivative instruments), of Shares including through American Depositary Shares, which is deemed to include inter alia requirements to make notifications and filings within the required time frames to the Company and the AMF. French law provides that any individual or entity (including an Owner and Beneficial Owner of American Depositary Shares), acting alone or in concert with others, that acquires, directly or indirectly, more than one-twentieth (5%), one-tenth (10%), three twentieth (15%), one-fifth (20%), one-quarter (25%), three tenth (30%), one-third (33%), one-half (50%), two-thirds (66.66%), eighteen twentieth (90%) and nineteen twentieth (95%) of the share capital or the voting rights of the Company, or whose holdings fall below any such threshold, must notify the Company and the AMF, the administrative agency that has general regulatory authority over the French stock exchanges (no later than the close of the trading session of the fourth trading day following the crossing, upwards or downwards, of the relevant threshold), in particular, of the number of equity securities it holds and the voting rights attached thereto. In the case of a violation of the notification requirements provided for under French law, the undeclared share capital interest in excess of the required notification threshold will be deprived of voting rights until the end of a two-year period following the date on which the owner thereof has complied with such notification requirement. In addition, any shareholder who fails to comply with the above requirements may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company's chairman, any shareholder or the AMF. In addition, the Statuts provide that every shareholder (including a holder of American Depositary Shares) who, directly or indirectly, acting alone or in concert with others, acquires ownership of control of equity securities representing 0.5%, or any multiple of 0.5%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, shall be required to notify the Company of such fact and of the securities giving access to the capital or the voting rights potentially attached to these securities, within 5 trading days of such acquisition or disposition by letter with acknowledgement of receipt. Failure to comply with such notification provisions will result in the application of the penalties provided for under French law in the case of a violation of a legal notification requirement (as described above) if requested (and recorded in the minutes of the relevant general meeting of shareholders) by one or more shareholders holding equity securities representing at least 5% of the Company's share capital or voting rights. Owners and Beneficial Owners of American Depositary Shares should provide any required notifications to the Company at its principal address as set forth on its website. In order to facilitate compliance with the notification requirements, an Owner or Beneficial Owner may deliver any notification to the Depositary with respect to Shares to which American Depositary Shares evidenced by Receipts relate, and the Depositary shall, as soon as practicable, forward such notification to the Company. In the event that the The Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject agrees 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners furnish to the Company or its nominee upon request a list of the names, addresses and (ii) to holdings of American Depositary Shares by all persons in whose names Receipts are registered on the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations books of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of maintained for such resignationpurpose, this Deposit Agreement shall be terminated in accordance with this paragraph and Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations 4.10 of the Depositary in such sectionDeposit Agreement.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios Mobilarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of off Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's ’s Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's ’s compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao Comissão de Valores Mobiliarios (the "“CVM"”) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's ’s obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.. Table of Contents

Disclosure of Interests. To Notwithstanding any other provision of this Deposit Agreement, each Owner and Beneficial Owner agrees to comply with requests from the Issuer which are made under statutory provisions in the United Kingdom to provide information as to the capacity in which such Owner or Beneficial Owner owns Receipts and regarding the identity of any other person interested in such Receipts and the nature of such interest and may, pursuant to such statutory provisions and any provisions of the Memorandum and Articles of Association of the Issuer, forfeit the right to vote and to direct the voting of, and be prohibited from transferring, Receipts as to which compliance is not made, all as if such Receipts were to the extent that provisions of or governing any Deposited Securities (including practicable the Company's Charter or applicable law) may require Shares represented by the disclosure of beneficial or other ownership of Deposited Securities, other American Depositary Shares and other securities evidenced thereby. The Depositary agrees to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company written instructions received from the Issuer requesting that the Depositary take the reasonable actions specified therein to obtain such information, except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Owner or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority (or any successor), as amended from time to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios time (the "CVM"“Disclosure and Transparency Rules”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Issuer as required by the Disclosure and Transparency Rules. If the Issuer requests information and documents are requested from the Depositary or the Company. In Custodian, as the event that registered owners of Shares, pursuant to the Depositary Memorandum and Articles of Association of the Issuer, the Disclosure and Transparency Rules or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialUK Companies Axx 0000, as reasonably determined by amended from time to time (the Depositary“Companies Act”), civil liabilities as a result of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails Custodian, as the case may be, shall be limited to appoint a new depositary within 60 days disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionAgreement.

Disclosure of Interests. To Notwithstanding any other provision of the Deposit Agreement or this Receipt, each Owner and Beneficial Owner agrees to be bound by and subject to the Articles and any applicable laws and regulations with respect to the disclosure requirements regarding ownership of Shares and ownership restrictions, all as if such American Depositary Shares evidenced by such Receipts were, to the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownershippracticable, the Depositary shall use its best efforts that are reasonable under Shares represented thereby. As of the circumstances to comply with Company instructions as to Receipts in respect date of any such enforcement or limitationthis Agreement, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations restrictions are as follows: Each Owner and shall cooperate with Beneficial Owner agrees to provide such information within the Depositary's compliance with prescribed period as the Issuer may request in a disclosure notice (a “Disclosure Notice”) given pursuant to any applicable provision of English law or the Articles. Each Owner and Beneficial Owner further acknowledges that failure by such Company instructions. The Owner or Beneficial Owner to provide in a timely fashion the information requested in any Disclosure Notice may, in the Issuer’s sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner’s American Depositary Shares, including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Company hereby confirm to each other thatShares represented by such American Depositary Shares, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as extent that such rights may be requested by such authorities withheld from time to time, whether such information and documents are requested from only the Depositary Beneficial Owner or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result of the Company having Beneficial Owners who failed to provide such information information. The Depositary agrees to use its reasonable efforts, at the Issuer’s expense, to comply with any written, specific, instructions received from the Issuer requesting that Depositary take the actions specified therein to obtain such information. In addition, any Owner or documents reasonably available only through Beneficial Owner who is or becomes directly or indirectly interested (within the Companymeaning of the Companies Act of 1985, as amended from time to time (the Depositary has “Companies Act”)), in the right issued ordinary share capital of the Issuer equal to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or in excess of the then “notifiable percentage” (at the date hereof, three percent (3%)) or such determinationother amount as may be required by the Companies Act, except or is aware that another person for whom it holds such Receipts is so interested, must within two (i2) business days (or such other period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon any change in the percentage level of its interest, notify the Issuer as required by the Companies Act. Each Owner and Beneficial Owner further acknowledges that pursuant to the Articles, if the Issuer determines that a regulatory problem (a “Shareholder Regulatory Event,” as set forth in the Articles) has arisen in connection with a Gaming Regulatory Authority, as set forth in the Articles, it may, in its absolute discretion and at any time, by notice in writing to an Owner or Beneficial Owner to whom the Shareholder Regulatory Event relates (or to whom the Issuer reasonably believes it relates) or to a person named therein as interested in (or reasonably believed to be interested in) the American Depositary shall promptlyShares of the Issuer held by the recipient of the notice (an “Interested Person”), but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by that the Company and not prohibited by applicable law, the Depositary following sanctions shall provide the Company apply to only such Owner or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company Beneficial Owner or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionInterested Person.

Disclosure of Interests. To Notwithstanding any other provision of this Deposit Agreement, the extent that provisions Bylaws of the Company or governing applicable Ecuadorian law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company may request pursuant to Ecuadorian law (including, without limitation, the Ecuadorian Civil Code, the Ecuadorian Commercial Code and the Ecuadorian Ley de Companias (Companies' Law), any Deposited Securities (including applicable law of the United States, the Company's Charter Bylaws, any resolutions of the Company's Board of Directors adopted pursuant to such Bylaws, the requirements of any markets or exchanges upon which the ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred, and (b) be bound by and subject to applicable law) may require provisions of the disclosure Ecuadorian laws, the Bylaws of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly. Failure by a Holder or Beneficial Owner to provide for blocking transfer in a timely fashion the information requested by the Company may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner's American Depositary Shares (including voting rights and voting or other certain rights as to enforce dividends in respect of the Shares represented by such disclosure or limit such ownership, the American Depositary shall use its best efforts that are reasonable under the circumstances Shares). The Depositary agrees to comply with Company any instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and received from the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from requesting that the Depositary or take the Companyactions specified therein to obtain such information. In the event that the Depositary Company determines that there has been a failure to comply with the applicable requirements under Ecuadorian law and the Company's Bylaws applicable to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant Ecuadorian law by a court of competent jurisdiction, or pursuant to the Custodian shall be advised (in writing) Company's Bylaws by reputable independent Brazilian counsel that the Depositary or 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 Company shall inform the Depositary has the right thereof. The Company may, from time to immediately resign as Depositary and will not be time, in its discretion but subject to any liability hereunder for such resignation or such determinationapplicable law, except that (i) instruct the Depositary shall promptlyto take action with respect to such sanctions, including but not limited to the refusal by the Depositary to take into account any voting instructions received in no event later than three business daysrespect of the ADSs representing such Deposited Securities, if and to the extent that such refusal is permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.The

Disclosure of Interests. To the extent that provisions Notwithstanding any other provision of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownershipthis Receipt, the Depositary shall use its best efforts that are reasonable under the circumstances Owner and Beneficial Owner hereof agrees to comply with Company instructions requests from the Issuer which are made under statutory provisions in the United Kingdom to provide information as to Receipts the capacity in respect which such Owner or Beneficial Owner owns this Receipt and regarding the identity of any other person interested in this Receipt and the nature of such enforcement or limitationinterest and may, pursuant to such statutory provisions and any provisions of the Articles of Association of the Issuer, forfeit the right to vote and to direct the voting of, and Owners and Beneficial Owners shall comply with be prohibited from transferring, this Receipt if compliance is not made, all such disclosure requirements and ownership limitations and shall cooperate with as if this Receipt were to the Depositary's compliance with such Company instructionsextent practicable the Shares represented hereby. The Depositary and agrees to use its reasonable efforts to comply with any instructions received from the Company hereby confirm Issuer requesting that the Depositary take the reasonable actions specified therein to each other thatobtain such information, for except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act of 1985, as long as this Deposit Agreement is in effect, they shall furnish amended from time to the Comissao de Valores Mobiliarios time (the "CVMCompanies Act")), in the issued ordinary share capital of the Issuer equal to or in excess of the then "notifiable percentage" (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Companies Act, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Issuer as required by the Companies Act. If the Issuer requests information and documents are requested from the Depositary or the Company. In Custodian, as the event that registered owners of Shares, pursuant to the Depositary Articles of Association of the Issuer or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialCompanies Act, 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignationCustodian, this Deposit Agreement as the case may be, shall be terminated limited to disclosing to the Issuer such information relating to the Shares in accordance with Section 6.02 herein and question as has in each case been recorded by it pursuant to the Company or its designated agent will assume the obligations stated as the obligations terms of the Depositary in such sectionDeposit Agreement.

Disclosure of Interests. To Notwithstanding any other provision of the Deposit Agreement, each Owner and Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent that feasible), and to provide such information as the Company may request in a disclosure notice (a Disclosure Notice) given pursuant to statutory provisions of English law or governing the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Deposited Securities Disclosure Notice may, in the Companys sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owners American Depositary Shares (including voting rights and certain rights as to dividends in respect of the Company's Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities represented by such American Depositary Shares). The Depositary agrees to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best reasonable efforts that are reasonable under the circumstances to comply with Company any instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and received from the Company hereby confirm requesting that the Depositary take the actions specified therein to each other thatobtain such information. In addition, for any Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Act 1985, as long as this Deposit Agreement is in effect, they shall furnish amended from time to the Comissao de Valores Mobiliarios time (the "CVM"Companies Act)), in the issued ordinary share capital of the Company equal to or in excess of the then notifiable interest (at the date hereof, three percent (3%)) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder or such other amount as may be requested required by the Companies Act, or is aware that another person for whom it holds such authorities from time to timeReceipts is so interested, whether must within two (2) business days (or such other period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon any changes of at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or materialCustodian, as reasonably determined by the Depositaryregistered owners of Shares, civil liabilities as a result pursuant to the Memorandum and Articles of Association of the Company having failed to provide such information or documents reasonably available only through the CompanyCompanies Act, the Depositary has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Custodian, as the case may be, shall be limited to disclosing to the Company fails such information relating to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated the Shares in accordance with Section 6.02 herein and question as has in each case been recorded by it pursuant to the Company or its designated agent will assume the obligations stated as the obligations terms of the Depositary in such sectionDeposit Agreement.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter Companys Estatuto Social or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and or other securities to the Company and may provide for blocking transfer and blocking, transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best reasonable efforts that are to comply, to the extent permitted by applicable law, with reasonable under written instructions it receives from the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement those requirements or limitation, and limitations. Owners and Beneficial Owners shall agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary's Depositary in the Depositarys compliance with such any Company instructionsinstructions in respect thereof. The Each of the Depositary and the Company hereby confirm confirms to each the other that, that for as long as this the Deposit Agreement is in effect, they it shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil Brazil, at any time and within the period that may be determined, with any information and documents related to the Receipts approved American Depositary Receipt program and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyReceipts issued thereunder. In the event that the Depositary or the Custodian shall be advised (in writing) writing by reputable independent Brazilian counsel that the Depositary or 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 has shall have the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation resignation, the Depositary shall otherwise be discharged from all of its obligations under this the Deposit Agreement. In the event that the Depositary resigns Resignation pursuant to this paragraph either (i) the Company will appoint a new depositary, shall be effected in which case the Company will assume the obligations stated as the obligations accordance with Section 5.4 of the Depositary under Section 5.04 herein or (ii) Deposit Agreement; provided that if the Company fails to appoint a new depositary within 60 days of such resignation, this the Deposit Agreement shall be terminated in accordance with Section 6.02 herein 6.2 of the Deposit Agreement and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.. (..continued)

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter ’s Estatuto Social or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and or other securities to the Company and may provide for blocking transfer and blocking, transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best reasonable efforts that are to comply, to the extent permitted by applicable law, with reasonable under written instructions it receives from the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement those requirements or limitation, and limitations. Owners and Beneficial Owners shall agree to comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's ’s compliance with such any Company instructionsinstructions in respect thereof. The Each of the Depositary and the Company hereby confirm confirms to each the other that, that for as long as this the Deposit Agreement is in effect, they it shall furnish to the Comissao Comissāo de Valores Mobiliarios Mobiliários (the "“CVM"”) and the Central Bank of Brazil Brazil, at any time and within the period that may be determined, with any information and documents related to the Receipts approved American Depositary Receipt program and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyReceipts issued thereunder. In the event that the Depositary or the Custodian shall be advised (in writing) writing by reputable independent Brazilian counsel that the Depositary or 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 has shall have the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation resignation, the Depositary shall otherwise be discharged from all of its obligations under this the Deposit Agreement. In the event that the Depositary resigns Resignation pursuant to this paragraph either (i) the Company will appoint a new depositary, shall be effected in which case the Company will assume the obligations stated as the obligations accordance with Section 5.4 of the Depositary under Section 5.04 herein or (ii) Deposit Agreement; provided that if the Company fails to appoint a new depositary within 60 days of such resignation, this the Deposit Agreement shall be terminated in accordance with Section 6.02 herein 6.2 of the Deposit Agreement and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of of, or interests in, Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners Holders and Beneficial Owners shall agree to comply with all such disclosure requirements and ownership limitations and shall cooperate to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders (and through any such Holder, the Beneficial Owners of ADSs evidenced by the ADRs registered in such Holder's name) to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Depositary's compliance Holder and/or Beneficial Owner thereof as a holder of Shares and Holders and Beneficial Owners agree to comply with such Company instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder, provided, however, for the avoidance of doubt, the Depositary shall be indemnified by the Company in connection with the foregoing. Notwithstanding any other provision hereof, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to the laws, rules and regulations of the Cayman Islands, Singapore and the Company hereby confirm Republic of China as well as the rules and regulations of any stock exchange on which the Shares may hereinafter be registered, traded or listed, if any, to each other thatprovide information, for inter alia, as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the "CVM"case may be) and regarding the Central Bank identity of Brazil any other person interested in such ADSs and the nature of such interest, and the Depositary agrees to mail to Holders reasonable requests prepared by and from the Company with respect to requests for such information and documents related and, to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined extent a response is received 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners forward to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the any such responses. The Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its no further obligations under this Deposit Agreementparagraph. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.J.X.Xxxxxx

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's ’s Charter or applicable law) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's ’s compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao Comissão de Valores Mobiliarios Mobiliários (the "“CVM"”) and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's ’s obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 has the right to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.

Disclosure of Interests. To the extent that provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) The Bank from time to time may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities request Holders to provide information as to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownershipcapacity in which they own Receipts, the Depositary shall use its best efforts that are reasonable under nature and extent of such ownership and certain other matters. Notwithstanding any other provision of the circumstances Deposit Agreement, each Holder agrees to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested requests made by such authorities from time to time, whether such information and documents are requested from the Depositary or the CompanyBank, which are made pursuant to Section 3.04 of the Deposit Agreement to disclose, among other things, whether he is the beneficial owner of the American Depositary Shares of which he is the registered holder and, if he is not the beneficial owner of any or all of such American Depositary Shares, to disclose and specify every person in trust for whom or on whose behalf the Holder holds the same. In Where any Holder has been required to make such disclosure and has failed to do so within 30 days after being required to do so, the event Holders agree that the Bank may prohibit such Holder from attending, or exercising voting power, either personally or by proxy, over the Ordinary Stock underlying the American Depositary Shares held by such Holder in respect of which such request for disclosure was made (the “Default Shares” which expression includes any further American Depositary Shares which are issued in respect of such Default Shares) at any General Court of the Bank or to exercise any other rights conferred by membership in relation to General Courts of the Custodian shall be advised Bank unless and until he has made such disclosure and, if such Default Shares represent at least five percent (5%) of the Ordinary Stock then in writingissue, the Bank may retain any dividends (or part thereof) by reputable independent Brazilian counsel that or any moneys otherwise payable on the Ordinary Stock underlying such Default Shares and the Depositary may, and at the request of the Bank shall, not register any transfer of such Default Shares The Depositary agrees to forward to the Holder any such requests received from the Bank and to use its reasonable best efforts to take any other reasonable and practicable actions specified by the Bank to obtain such information and to effect the limitations described in the previous sentence There are no restrictions under the Charter and Bye-Laws of the Bank or Custodian reasonably could be subject to criminal or materialunder Irish law, as reasonably determined by the Depositarycurrently in effect, civil liabilities as a result of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary has which limit the right of non-Irish resident holders of Shares to immediately resign as Depositary and will not be subject hold, or freely to any liability hereunder for such resignation or such determinationvote, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such section.Shares

Disclosure of Interests. To Notwithstanding any other provision of this Deposit Agreement, each Holder and Beneficial Owner agrees, in relation to the extent that provisions of or governing any Receipts, the ADSs, the Shares and other Deposited Securities which it owns beneficially or of record, to (including a) provide such information as the Company may request pursuant to law (including, without limitation, relevant Russian Federation law, any applicable laws of the United States or any other relevant jurisdiction), the charter of the Company, any resolutions of the Company's Charter Board of Directors adopted pursuant to such charter, the requirements of any markets or exchanges upon which the ADSs or Receipts are listed or traded, or to any requirements of any electronic book entry system by which the ADSs or Receipts may be transferred and (b) comply with, be bound by and subject to applicable law) may require provisions of the disclosure laws of beneficial or the Russian Federation, the United States and any other ownership relevant jurisdiction, the charter of Deposited Securities, other Shares and other securities to the Company and requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares (or such Beneficial Owner held ADSs or Receipts) directly. Failure by a Holder or Beneficial Owner to provide for blocking transfer in a timely fashion the information requested by the Company may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner's American Depositary Shares (including voting rights and voting or other certain rights as to enforce dividends in respect of the Shares represented by such disclosure or limit such ownership, the American Depositary shall use its best efforts that are reasonable under the circumstances Shares). The Depositary agrees to comply with Company any instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions. The Depositary and received from the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effect, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by such authorities from time to time, whether such information and documents are requested from requesting that the Depositary or take the Companyactions specified therein to obtain such information. In the event that the Depositary Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the laws of the Russian Federation by a court of competent jurisdiction or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or Custodian reasonably could be subject to criminal or material, as reasonably determined by the Depositary, civil liabilities as a result charter of the Company having failed to provide such information or documents reasonably available only through the Company, the Depositary has Company shall so notify the right to immediately resign as Depositary Depositary, giving details thereof, and will not be subject to any liability hereunder for such resignation or such determination, except that (i) shall instruct the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in and writing as to the application of such sanctions to the Deposited Securities held on account or on behalf of Owners to the Company or its nominee and (ii) to the extent reasonably requested by the Company and not prohibited by applicable law, the Securities. The Depositary shall provide the Company or have no liability for any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated actions taken in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectioninstructions.

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities (including the Company's Charter or applicable law) may require the disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and transfer, voting or other rights to enforce such disclosure or limit such ownershiplimits, the Depositary shall use its best efforts that are reasonable under the circumstances Holders and all persons holding ADRs agree to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply with all such disclosure requirements and ownership limitations and shall to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. The Depositary and Notwithstanding any provision of the Company hereby confirm to each other that, for as long as this Deposit Agreement is in effector of this ADR and without limiting the foregoing, they shall furnish to the Comissao de Valores Mobiliarios (the "CVM") and the Central Bank by being a Holder of Brazil any information and documents related to the Receipts and the Depositary's obligations hereunder as may be requested by an ADR, each such authorities from time to time, whether such information and documents are requested from the Depositary or the Company. In the event that the Depositary or the Custodian shall be advised (in writing) by reputable independent Brazilian counsel that the Depositary or 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 Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the UK Companies Xxx 0000 (as amended from time to time and including any statutory modification or documents reasonably available only through the Companyre-enactment thereof, the Depositary "Companies Act") or the Articles of Association of the Company to provide information as to the capacity in which such Holder owns ADRs, the identity of any other person interested (as defined in the Companies Act) in such ADRs and the nature and extent of such interest and any other information required by the request. By accepting or holding this ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the right Companies Act and the Articles of Association. These sanctions currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to immediately resign as Depositary and will not be subject to any liability hereunder for such resignation or such determination, except that (i) the Depositary shall promptly, but in no event later than three business days, if permitted by applicable law, duly assign, transfer and deliver all right, title and interest in receive dividends on and to transfer such Shares. In addition, by accepting or holding this ADR each Holder agrees to comply with the Deposited Securities held on account or on behalf provisions of Owners the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or its nominee becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two days after becoming so interested or so aware (and (ii) thereafter in certain circumstances upon any change to the extent reasonably requested particulars previously notified) notify the Company as required by the Company and not prohibited by applicable lawCompanies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the Depositary shall provide the Company or any successor depositary hereunder with access, during normal business hours, to such records as may be reasonably necessary to enable the Company or such successor depositary to fulfill the obligations that the Depositary would have had hereunder but for such resignation. Upon effectiveness of such resignation the Depositary shall otherwise be discharged from all of its obligations under this Deposit Agreement. In the event that the Depositary resigns pursuant to this paragraph either (i) the Company will appoint a new depositary, in which case the Company will assume the obligations stated as the obligations of the Depositary under Section 5.04 herein or (ii) if the Company fails to appoint a new depositary within 60 days of such resignation, this Deposit Agreement shall be terminated in accordance with Section 6.02 herein and the Company or its designated agent will assume the obligations stated as the obligations of the Depositary in such sectionnearest whole number.