Common use of Exoneration Clause in Contracts

Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Company’s Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company’s Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADSs, (v) for any specialaction or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, consequential, indirect or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADSs, (v) for any specialaction or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, consequential, indirect or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden fromregulation, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, (present or future, ) of the Memorandum and Articles statuts of Association or any provision the Company, the provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise ofexercise, delay or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Australia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Constitution of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Constitution of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, the Cayman Islands Islands, the People’s Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Amended and Restated Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Amended and Restated Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to any Holder or Beneficial Owner (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of India or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association and Memorandum of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association and Memorandum of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementReceipt.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Company's Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Company's Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None Neither the Depositary nor the Company, nor any of the Depositarytheir respective directors, the Custodian officers, employees, agents or the Company Affiliates, shall be obligated to do or perform any act which is inconsistent with the provisions of this the Class A Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Class A Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Spain or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Bylaws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Class A Deposit Agreement or in the Memorandum and Articles Bylaws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner of ADSs or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner of ADSs to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Class A Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Class A Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Class A Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of the The Depositary, the Custodian Company, their respective officers, directors, affiliates and agents and each of them shall: (a) incur no liability to any Holder or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability Beneficial Owner (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act that the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Memorandum and Articles Deposit Agreement without gross negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions of this ADR; or governing Deposited Securities, (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person in each case believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. In the Deposit Agreement, the Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act is intended by any provision hereof or of this the Deposit Agreement.

Exoneration. None Without limiting Section 16 of the Deposit Agreement as between the Company and the Depositary, the Custodian or Depositary, the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their respective officers, directors, employees and agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereoflaw, regulation, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no obligation nor shall any of them be subject to any liability to any Holders or beneficial owners of ADSs or any other person except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; or (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Depositary and the Company, its controlling persons their respective agents and its agents their respective directors, officers and employees acting hereunder may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADS, (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement Agreement, (vi) any Losses arising out of information relating to the Depositary or otherwiseany Custodian, as the case may be, furnished in writing by the Depositary to the Company expressly for use in any registration statement, proxy statement, prospectus or preliminary prospectus or any other offering documents relating to the Receipts, the American Depositary Shares, the Shares or any Deposited Securities. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or law, regulation of the United States or any state thereofStates, Hong Kong, the Cayman Islands People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided it acts in good faith), for the manner in which any such vote is cast or for the effect of any such vote. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Holder or beneficial owner or any other person with respect to any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Securities or any part thereof or any income therefrom or any proceeds thereof. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to any Holder or Beneficial Owner (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of India or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association and Memorandum of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association and Memorandum of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementReceipt.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations (other than those directly related to the handling of Deposited Securities and Cash) to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) assume no liability except to perform its obligations directly related to the handling of Deposited Securities and Cash to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or bad faith; (d) in the Memorandum case of the Depositary and Articles its agents hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (e) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (f) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, (iv) for the inability by a Holder manner in which any such vote is cast or Beneficial Owner to benefit from for the effect of any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwisesuch vote. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document reasonably believed by it them to be genuine and to have been signed or and duly presented by the proper party or parties. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof. Neither the Depositary nor the Company, nor any of this their respective officers, directors, representatives, employees or agents shall incur any liability to Holders, beneficial owners or third parties for any special, consequential, indirect or punitive damages arising from any breach of the terms of the Deposit AgreementAgreement or otherwise.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law rule or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, country or of any other governmental authority or regulatory authority or stock exchangeexchange or the Company's estatuto, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or the issuance of any securities by reason of the Company, any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR or the Company's estatuto; (b) assume no liability except to perform its obligations (other than those directly related to the handling of Deposited Securities and Cash) to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) assume no liability except to perform its obligations directly related to the handling of Deposited Securities and Cash to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or bad faith; (d) in the Memorandum case of the Depositary and Articles its agents hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (e) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (f) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document communication believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties.The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote, provided that such action or inaction is in good faith. Subject to the Company's estatuto and the Deposit Agreement, the Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law rule or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, country or of any other governmental authority or regulatory authority or stock exchangeexchange or the Company's estatuto, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or the issuance of any securities by reason of the Company, any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR or the Company's estatuto; (b) assume no liability except to perform its obligations (other than those directly related to the handling of Deposited Securities and Cash) to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) assume no liability except to perform its obligations directly related to the handling of Deposited Securities and Cash to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or bad faith; (d) in the Memorandum case of the Depositary and Articles its agents hereunder, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (e) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (f) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document communication believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote, provided that such action or inaction is in good faith. Subject to the Company's estatuto and the Deposit Agreement, the Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum of Association and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum of Association and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of Notwithstanding anything contained in this Deposit Agreement or any ADR, neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Mexico or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (13) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it or them in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its or their obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its or their opinion may involve it or them in expense or liability, unless indemnity satisfactory to it or them against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian by it or the Company or their respective controlling persons or agents them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith or them to be competent to give such advice or informationinformation provided, (iv) for however, that in the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach case of the terms Company, advice of this Deposit Agreement or otherwiseinformation from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any other jurisdiction for legal issues with respect to that jurisdiction. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided such action or omission is in good faith), for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Depositary shall not be liable to the Company, any Holder or Beneficial Owner or any other person for the unavailability of the Deposited Securities or for the failure to make any distribution of Cash or Other Distributions with respect thereto as a result of (a) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or its or their respective directors, employees, agents or affiliates, (b) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (c) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (d) any provision of any present or future Charter of the Company or any other instrument of the Company governing Deposited Securities or (e) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof. The Company has agreed to indemnify the Depositary and its agents under certain circumstances, and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Company's Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company's Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to ----------- do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall ----------- them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) except in the Memorandum case of the Company and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands The Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and computer failure) shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company’s Estatuto Social or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company’s Estatuto Social or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, the Cayman Islands Islands, the People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, and each of this Deposit Agreement or shall their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, the Cayman Islands Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association or provisions of or governing any Deposited Securities, the ADSs or this ADR; (iiid) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to holders of Deposited Securities but is notthe contrary contained in the Deposit Agreement (including the ADRs), under subject to the terms penultimate sentence of this Deposit Agreementparagraph (14), made available the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to Holders act on the part of American the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary Shares or (vii) for any special, consequential, indirect or punitive damages for any breach failed to use reasonable care in the provision of custodial services to the terms of this Deposit Agreement or otherwiseDepositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs or ADRs for any indirect, special, punitive or consequential damages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or law, regulation of the United States or any state thereofStates, the Cayman Islands Federal Republic of Germany or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for (i) any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast, in each case to the extent the Depositary or its agents act without gross negligence or willful misconduct or (ii) for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Bermuda, Ireland or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Company's Memorandum and Articles of Association or Bye-laws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company's Memorandum and Articles of Association or Bye-laws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or any of their respective controlling persons directors, employees, agents or agents affiliates shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, Agreement by reason of any provision of any present or future law law, regulation, order, decree, moratorium or regulation fiat of the United States or any state thereofStates, the Cayman Islands Chile or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God God, war or war terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the (a) The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, and each of this Deposit Agreement or shall incur any liability their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, Cayman Islands, Hong Kong, the Cayman Islands People’s Republic of China, or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association or provisions of or governing any Deposited Securities, ADSs or this ADR; (iiiiv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right clearing agency or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreementsettlement system.

Exoneration. None of the Depositary, the Custodian Custodian, or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Bermuda or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association Company's Bye-laws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company's Bye-laws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the The Cayman Islands Islands, The People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restrain on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed inin or subject to any civil or criminal penalty or restraint on account of, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles estatuto social of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles estatuto social of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company’s Estatuto Social or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company’s Estatuto Social or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary and the Custodian disclaim any liability with respect to Brazil’s system of share registration and custody, including any liability in respect of the unavailability of Deposited Securities (or any distribution in respect thereof). The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Federal Republic of Germany or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed inin or subject to any civil or criminal penalty or restraint on account of, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles estatuto social of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles estatuto social of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement, nationalizationthis ADR or the ADSs evidenced by this ADR provides shall be done or performed by it, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited Securities, this ADR or the ADSs evidenced by this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its respective agents of each of them may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in the Deposited Securities, this ADR or the ADSs evidenced by this ADR. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company under certain circumstances. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands India or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None Notwithstanding any other provision of the DepositaryDeposit Agreement or any ADR(s) to the contrary, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (to the extent not limited by Section 7.8(b) of the Deposit Agreement): (i) if the Depositary, the Custodian or Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADSs, (v) for any specialaction or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Securities or the ADSs, consequential, indirect or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its Affiliates, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles articles of Association association or similar document of the Company, or by reason of any provision of any securities issued or governing distributed by the Company, or any Deposited Securitiesoffering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control (includingcontrol, without limitationthe Depositary or the Company shall be prevented, nationalizationdelayed or forbidden from, expropriationor be subject to any civil or criminal penalty on account of, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure)doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any exercise ofnon-performance or delay, caused as aforesaid, in the performance of any act or failure to exercise, any discretion provided for in thing which by the terms of this Deposit Agreement it is provided shall or in the Memorandum and Articles of Association may be done or provisions of or governing Deposited Securitiesperformed, (iii) for by reason of any action exercise or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, failure to exercise any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by discretion given it in good faith to be competent to give such advice the Deposit Agreement or information, this ADR; (iv) for the inability by a of any Holder or Beneficial Owner beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreementhereof, made available to Holders Holders, (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of American the Depositary Shares and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (ve) not be liable for any specialaction or inaction by it in reliance upon the advice of or information from legal counsel, consequentialaccountants, indirect any person presenting Shares for deposit, any Holder, or punitive damages any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any breach acts or omissions made by a successor depositary whether in connection with a previous act or omission of the terms Depositary or in connection with any matter arising wholly after the removal or resignation of this Deposit Agreement the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None Without limiting Section 16 of the Deposit Agreement as between the Company and the Depositary, the Custodian or Depositary, the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their respective officers, directors, employees and agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereoflaw, regulation, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no obligation nor shall any of them be subject to any liability to any Holders or beneficial owners of ADSs or any other person except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; or (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ; or (vf) not be liable for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwisethis ADR. The Depositary, its controlling persons, its agents, the Custodian Depositary and the Company, its controlling persons their respective agents and its agents their respective directors, officers and employees acting hereunder may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Islands, the People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association Company’s Estatuto Social or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company’s Estatuto Social or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Memorandum and Articles Deposit Agreement without gross negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions of this ADR; or governing Deposited Securities, (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons their agents and its agents each of them may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary or its agents. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, nor the Custodian or nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of South Africa, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Company’s Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Company’s Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, or (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American ADSs. In no event shall the Company or the Depositary Shares or (v) any of their agents be liable to Holders or third parties for any indirect, special, consequential, indirect punitive or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseconsequential damages. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman British Virgin Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, the Cayman Islands Commonwealth of Australia or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to holders of Deposited Securities but is notthe contrary contained in the Deposit Agreement (including the ADRs), under subject to the terms penultimate sentence of this Deposit Agreementparagraph (14), made available the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to Holders act on the part of American the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary Shares or (vii) for any special, consequential, indirect or punitive damages for any breach failed to use reasonable care in the provision of custodial services to the terms of this Deposit Agreement or otherwiseDepositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Australian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Xxxxxx's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian Company, their respective officers, directors, employees, agents or the Company shall be obligated affiliates and each of them shall: (a) incur no liability to do any Holder or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability Beneficial Owner (i) if the Depositaryany law, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act that the Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Agreement or this ADR; (b) assume no obligation or be subject to no liability under the Agreement to Holders or Beneficial Owners except to perform their respective obligations to the extent they are specifically set forth in this Deposit ADR and the Agreement without negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in the Memorandum and Articles respect of Association any Deposited Securities or provisions of this ADR which in its opinion may involve expense or governing Deposited Securities, liability; (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person in each case believed by it in good faith to be competent to give such advice or information, ; or (ive) incur no liability for the inability by a Holder or Beneficial Owner to benefit from creditworthiness of any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwisethird party. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its each of their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents (when the Company deals directly with such agents) may rely upon instructions from the Company in respect of any approval or license of the government of Germany or any agency thereof required for any currency conversion, transfer of distribution. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. In the Agreement, the Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act is intended by any provision hereof or of this Deposit the Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law rule or regulation of the United States, the United Mexican States or any state thereof, the Cayman Islands or any other country, country or of any other governmental authority or regulatory authority or stock exchangeexchange or the Company’s estatutos (by-laws), or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason the issuance of any securities by the Company, act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Republic of Korea or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided such act was in good faith), for the manner in which any such vote is cast or for the effect of any such vote. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Holder or beneficial owner or any other person with respect to any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Securities or any part thereof or any income therefrom or any proceeds thereof. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, nor the Custodian or nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of South Africa, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Company's Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Company's Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, or (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American ADSs. In no event shall the Company or the Depositary Shares or (v) any of their agents be liable to Holders or third parties for any indirect, special, consequential, indirect punitive or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseconsequential damages. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the ADW Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the ADW Deposit Agreement and this Deposit AgreementADWR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Republic of France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited SecuritiesSecurities (including, without limitation, the Warrant Terms and Conditions), or by reason of any act of God or war or terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the ADW Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Warrants for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the ADW Deposit Agreement, made available to Holders of American Depositary Shares ADWs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the ADW Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the ADW Deposit Agreement or this Deposit AgreementADWR.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman British Virgin Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their respective officers, directors, affiliates and agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, or regulation of the United States or any state thereofregulation, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, any present or by reason future provision of the Company's constituent documents, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act that the Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Agreement or this ADR; (b) assume no liability to Holders, Beneficial Owners or third parties except to perform its obligations to the extent they are specifically set forth in this Deposit ADR and the Agreement without gross negligence or willful misconduct; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in the Memorandum respect of any Deposited Securities or this ADR which in its opinion may involve expense or liability unless indemnity satisfactory to it against all expense and Articles of Association or provisions of or governing Deposited Securities, liability be furnished as often as may be required; (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person in each case believed by it in good faith to be competent to give such advice or information, ; and (ive) incur no liability for the inability by a Holder or Beneficial Owner to benefit from creditworthiness of any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwisethird party. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. No The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary, its agents and their affiliates may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. In no event shall the Company or the Depositary or any of their respective agents be liable to any Holder, Beneficial Owner or any other third party for any indirect, special, consequential or punitive damages. Notwithstanding the foregoing or any thing to the contrary herein, no disclaimer of liability under the Securities Act is intended by any provision hereof or of this Deposit the Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Kingdom of Sweden or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law rule or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, country or jurisdiction or of any other governmental authority or regulatory authority or stock exchangeexchange or the Company's estatuto, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations (other than those directly related to the handling of Deposited Securities and Cash) to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) assume no liability except to perform its obligations directly related to the handling of Deposited Securities and Cash to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or bad faith; (d) except in the Memorandum case of the Company and Articles its agents (other than the Depositary), be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (e) in the case of the Company and its agents hereunder (other than the Depositary) be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (f) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its respective agents of each of them may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company under certain circumstances. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADS, (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwise(vi) any Losses arising out of information relating to the Depositary or any Custodian, as the case may be, furnished in writing by the Depositary to the Company expressly for use in any registration statement, proxy statement, prospectus or preliminary prospectus or any other offering documents relating to the Receipts, the American Depositary Shares, the Shares or any Deposited Securities. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.ADS or

Exoneration. None of the The Depositary, the Custodian Company, their agents and each of them shall: (a) incur no liability to Holders or the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of this Deposit Agreement or shall incur any liability ADSs (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereofStates, the Cayman Islands Republic of Peru or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (vii) for any special, consequential, indirect failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located and (B) the Company or punitive the Holders have incurred direct damages for any breach as a result of such act or omission to act on the part of the terms of this Deposit Agreement or otherwiseCustodian. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Peruvian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.hereof. J.X.Xxxxxx

Exoneration. None of the The Depositary, the Custodian Company, their respective officers, directors, affiliates and agents and each of them shall: (a) incur no liability to any Holder or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability Beneficial Owner (i) if the Depositarylaw, regulation, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act that the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Memorandum and Articles Deposit Agreement without gross negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions of this ADR; or governing Deposited Securities, (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person in each case believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. In the Deposit Agreement, the Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. In no event shall the Depositary, the Company, the Custodian or any of their respective directors, officers, employees, agents and/or affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to any other of them or to Holders, Beneficial Owners or any other person. No disclaimer of liability under the Securities Act is intended by any provision hereof or of this the Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADSs, (v) for any specialaction or inaction of any clearing or settlement system (any any participant thereof) for the Deposited Property or the ADSs, consequential, indirect or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Exoneration. None of Neither the Depositary, the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any other person (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or provision governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or provisions governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, persons and its agents, the any Custodian and the Company, its Affiliates, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Kingdom of Spain or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided such act or omission to act was not in bad faith), for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Republic of Philippines or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Company's Articles of Association Incorporation and Bylaws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Company's Articles of Association Incorporation and Bylaws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Bermuda or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association Company’s Bye-laws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company’s Bye-laws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Federal Republic of Germany or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Company's articles of Association association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failure)immediate control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles Company's articles of Association association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages (individually and collectively, "Special Damages") for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their respective officers, directors, affiliates and agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden fromregulation, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason rule of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act that the Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise in good faith any discretion provided for given it in the Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this Deposit ADR and the Agreement without negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in the Memorandum and Articles respect of Association any Deposited Securities or provisions of this ADR; or governing Deposited Securities, (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Holder or Beneficial Owner or authorized representative thereofof ADRs, or any other person in each case believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian Company and the Company, its controlling persons and its their respective agents may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. In the Agreement, the Company has agreed to indemnify the Depositary under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. No disclaimer of liability under the Securities Act is intended by any provision hereof or of this Deposit the Agreement.

Exoneration. None of The Depositary and the DepositaryCompany undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Custodian Depositary or the Company. Neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement Agreement. Except as otherwise provided herein, the Company and the Depositary assume no liability for any act taken or otherwisefor any failure to take any act required to be taken hereunder. The Depositary, its controlling personsdirectors, its agentsofficers, employees, agents and Affiliates, as well as the Custodian and the Company, its controlling persons their respective directors, officers, employees, agents and its agents Affiliates, may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositarylaw, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden fromregulation, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, (present or future, ) of the Memorandum and Articles statuts of Association or any provision the Company, the provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise ofexercise, delay or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Memorandum and Articles Deposit Agreement without gross negligence or bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions of this ADR; or governing Deposited Securities, (iiid) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast (provided that any such action or non-action is in good-faith) or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands thereof or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Company’s Certificate of Association Incorporation or Bylaws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles Company’s Certificate of Association Incorporation or Bylaws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement Agreement, and none of the Depositary, the Custodian, the Company or their respective controlling persons or agents shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Company’s Articles of Association (statuts) or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Company’s Articles of Association (statuts) or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages ("Special Damages") for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Company’s Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Company’s Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian or Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or the ADRs, or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles By-Laws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles By-Laws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian Company or the Company or their respective controlling persons or agents Depositary in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands of or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Company’s Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Company’s Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of the Philippines or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Company's Articles of Association Incorporation and Bylaws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Company's Articles of Association Incorporation and Bylaws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule or regulation of the United States or any state thereofStates, the Cayman Islands Federal Republic of Germany or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of the (a) The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, and each of this Deposit Agreement or shall incur any liability their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United Kingdom, the United States or any state thereof, the Cayman Islands other country or any other countryjurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited SecuritiesSecurities or any securities issued or distributed by the Company or any offering or distribution thereof, any present or by reason future provision of the Articles, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent, forbid or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association or provisions of or governing any Deposited Securities, the ADSs or this ADR; (iiiiv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) for in the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach case of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and and/or in the case of the Company, the Depositary. The Depositary shall not be protected in acting upon liable for the acts or omissions made by, or the insolvency of, any written noticesecurities depository, request, opinion clearing agency or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreementsettlement system.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Jersey or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Company's Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company's Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Exoneration. None of the The Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions Company, their agents and each of this Deposit Agreement or shall them shall: (a) incur any no liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or law, regulation of the United States or any state thereofStates, Hong Kong, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in this the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Memorandum case of the Depositary and Articles its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of Association any Deposited Securities or provisions this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or governing defend any action, suit or other proceeding in respect of any Deposited SecuritiesSecurities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request, opinion direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementhereof.

Exoneration. None of Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands Bermuda, Ireland or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Company’s Memorandum and Articles of Association or Bye-laws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company’s Memorandum and Articles of Association or Bye-laws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.