Common use of Amendments to Deposit Agreement Clause in Contracts

Amendments to Deposit Agreement. SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the Effective Date (as herein defined), refer to the Deposit Agreement, as amended hereby by this Amendment. SECTION 2.02. Section 18(a) of the Deposit Agreement is deleted in its entirety and replaced with the following: “The Company irrevocably agrees that any legal suit, action or proceeding against or involving the Company brought by the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any state or federal court in New York, New York and 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding; provided, however, for the avoidance of doubt, that such submission to the non-exclusive jurisdiction is solely for the benefit of the Depositary, and this venue waiver clause may only be invoked by the Depositary, and may not be invoked by any Holder or owner of an interest in an ADR or ADS (an “Owner”). The Company also irrevocably agrees that any legal suit, action or proceeding against or involving the Depositary brought by the Company arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) below, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by the Company shall be finally decided in such arbitration rather than in such court. The Company has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any such suit, action or proceeding arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby which may be instituted in any court having exclusive and/or non-exclusive jurisdiction and any other court of competent jurisdiction or in any arbitration, in each case as provided or permitted herein, and the Company waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any suit, action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers in New York, the Company shall promptly appoint a successor acceptable to the Depositary that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.” SECTION 2.03. The first (1st) sentence, second (2nd) sentence and third (3rd) sentence of Section 18(b) of the Deposit Agreement are deleted in their entirety and replaced with the following: “Optional Arbitration. Notwithstanding anything in this Deposit Agreement to the contrary, each of the parties hereto (i.e. the Company, the Depositary and all Holders and Owners) agrees that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant person or party, or persons or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any party or parties hereto or any other person or party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Owners) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable) and all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. A notice of arbitration may be mailed to the Company at its address last specified for notices under this Deposit Agreement, and, if applicable, to any Holders at their addresses on the ADR Register, which notice to any such Holder, for the avoidance of doubt, shall be deemed, for all purposes of the Deposit Agreement and the ADRs, including, without limitation, the arbitration provisions contained in this clause (b), constitute notice to any and all Owners of the ADSs evidenced by such Holder’s ADRs.” SECTION 2.04. Section 18(c) of the Deposit Agreement is deleted in its entirety and replaced with the following: “Actions by Holders etc. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought by the Company or the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or any other person or party arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) above, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by Holders and/or Owners shall be finally decided in such arbitration rather than in such court.” SECTION 2.05. Section 18(e) of the Deposit Agreement is deleted in its entirety and replaced with the following: “Waiver of Jury Trial. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED UPON OR RELATING IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). No provision of this Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.” SECTION 2.06. A new Section 18(f) is added to the end of Section 18 of the Deposit Agreement immediately following Section 18(e) thereof to read as follows: “Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, any suit, action or proceeding against the Company based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the People’s Republic of China, the United States and/or any other court of competent jurisdiction, or, subject to the federal securities law carve-out set forth in Section 18(b) above, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreement.” SECTION 2.07. Paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement is deleted in its entirety and replaced with the following:

Amendments to Deposit Agreement. SECTION 2.01. (a) All references in the Deposit Agreement to "SAP AG" or the "Company" are hereby amended to refer to SAP SE, a European Company (or Societas Europaea) organized under the laws of the Federal Republic of Germany and the European Union, and its successors. (b) All references in the Deposit Agreement and the American Depositary Receipts to the term “"Deposit Agreement” " shall, as of the Effective Date (as herein defined), refer to the Deposit Agreement, Agreement as amended hereby by this Amendment. SECTION 2.02. (c) Section 18(a) 4.9 of the Deposit Agreement is deleted hereby amended to read as follows: The Depositary shall make available during normal business hours on each Monday, Tuesday, Wednesday, Thursday and Friday that is not (a) a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a day on which the market(s) in which American Depositary Shares are traded are closed for inspection by Owners at its entirety Corporate Trust Office any reports and replaced with the following: “The Company irrevocably agrees that communications, including any legal suitproxy soliciting materials, action or proceeding against or involving received from the Company brought by the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any state or federal court in New York, New York and 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding; provided, however, for the avoidance of doubt, that such submission to the non-exclusive jurisdiction is solely for the benefit of the Depositary, and this venue waiver clause may only be invoked are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and may not be invoked (b) made generally available to the holders of such Deposited Securities by any Holder or owner of an interest in an ADR or ADS (an “Owner”)the Company. The Company agrees to provide to the Depositary, at the Company's expense, all documents that it provides to the Custodian. The Depositary shall, at the expense of the Company and in accordance with Section 5.6, also irrevocably agrees that any legal suitmail by regular, action ordinary mail delivery or proceeding against or involving the Depositary brought by electronic transmission (if agreed by the Company arising out ofand the Depositary) and unless otherwise agreed in writing by the Company and the Depositary, based upon or relating in any way to this Deposit Agreement, Owners copies of such reports when furnished by the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing or anything in this Deposit Agreement Company pursuant to the contrary, subject to the federal securities law carve-out set forth in Section 18(b5.6. (d) below, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions Section 5.3 of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by is amended to include the Company shall be finally decided in such arbitration rather than in such court. The Company has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any such suit, action or proceeding arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby which may be instituted in any court having exclusive and/or non-exclusive jurisdiction and any other court of competent jurisdiction or in any arbitration, in each case as provided or permitted herein, and the Company waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject following immediatelyprior to the Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment ultimate paragraph thereof: In no event shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any suit, action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers in New York, the Company shall promptly appoint a successor acceptable to the Depositary that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.” SECTION 2.03. The first (1st) sentence, second (2nd) sentence and third (3rd) sentence of Section 18(b) of the Deposit Agreement are deleted in their entirety and replaced with the following: “Optional Arbitration. Notwithstanding anything in this Deposit Agreement to the contrary, each of the parties hereto (i.e. the Company, the Depositary and all Holders and Owners) agrees that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or partyof their respective directors, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out belowofficers, and (ii) the Depositary may in its sole discretion requireemployees, by written notice to the relevant person or partyagents and/or affiliates, or persons or partiesany of them, that any Dispute, suit, action, controversy, claim or proceeding brought by any party or parties hereto or any other person or party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Owners) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum liable for any particular dispute isindirect, special, punitive or becomes, invalid, illegal or unenforceable) and all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or consequential damages to the Depositary, including those brought along withthe Company, Owners, Holders or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law third party. (UNCITRALe) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. A notice of arbitration may be mailed to the Company at its address last specified for notices under this Deposit Agreement, and, if applicable, to any Holders at their addresses on the ADR Register, which notice to any such Holder, for the avoidance of doubt, shall be deemed, for all purposes of the Deposit Agreement and the ADRs, including, without limitation, the arbitration provisions contained in this clause (b), constitute notice to any and all Owners of the ADSs evidenced by such Holder’s ADRs.” SECTION 2.04. Section 18(c) 5.6 of the Deposit Agreement is deleted hereby amended to read as follows: On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in its entirety respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and replaced with the following: “Actions by Holders etcCustodian a copy of the notice thereof in English but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. By holding or owning an ADR or ADS or an interest thereinThe Company will arrange for the translation into English if not already in English, Holders to the extent required pursuant to any regulations of the Commission, and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought the prompt transmittal by the Company or to the Depositary arising out ofand the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares. The Depositary shall arrange, based upon at the request of the Company and at the Company's expense, for the mailing of copies thereof to all Owners, or relating in by any way to this Deposit Agreementother means as agreed between the Company and the Depositary (at the Company's expense) or make such notices, reports and other communications available for inspection by all Owners, provided, that, the ADSsDepositary shall have received evidence reasonably satisfactory to it, including in the ADRs form of an opinion of local and/or U.S. counsel or counsel of other applicable jurisdiction, furnished at the transactions contemplated hereinexpense of the Company, thereinas the Depositary in its reasonable discretion so requests, hereby that the distribution of such notices, reports and any such other communications to Owners from time to time is valid and does not or therebywill not infringe any local, may be instituted in a state U.S. or federal court in New Yorkother applicable jurisdiction regulatory restrictions or requirements if so distributed and made available to Owners. The Company will timely provide the Depositary with the quantity of such notices, New Yorkreports, and communications, as requested by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have the Depositary from time to time, in order for the laying Depositary to effect such mailings. The Depositary will, at the expense of venue the Company, make available a copy of any such proceedingnotices, reports or communications issued by the Company and irrevocably submits delivered to the non-exclusive jurisdiction Depositary for inspection by the Owners of the Receipts evidencing the American Depositary Shares representing such courts in any Shares governed by such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders provisions at the Depositary's Corporate Trust Office and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or at any other person or party arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York designated transfer office. (or in the state courts of New York County in New York if either (if) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) above, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by Holders and/or Owners shall be finally decided in such arbitration rather than in such court.” SECTION 2.05. Section 18(e) 5.9 of the Deposit Agreement is deleted in its entirety and replaced with the following: “Waiver of Jury Trial. EACH PARTY TO THIS DEPOSIT AGREEMENT hereby amended by replacing "US $2.00" inclause (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED UPON OR RELATING IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). No provision of this Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.” SECTION 2.06. A new Section 18(f) is added to the end of Section 18 of the Deposit Agreement immediately following Section 18(e) thereof to read as follows: “Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, any suit, action or proceeding against the Company based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the People’s Republic of China, the United States and/or any other court of competent jurisdiction, or, subject to the federal securities law carve-out set forth in Section 18(b) above, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreement.” SECTION 2.07. Paragraph (16) of the form of ADR attached as Exhibit A to the Deposit Agreement is deleted in its entirety and replaced second paragraph thereof with the following:"US$ 3.00".

Amendments to Deposit Agreement. SECTION 2.01. All references in the Deposit Agreement to the term “"Deposit Agreement” " shall, as of the Effective Date (as herein defined)date hereof, refer to the Deposit Agreement, dated as of October 7, 2013 as amended hereby by this Amendment. SECTION 2.02. Section 18(a) 4 of the Deposit Agreement is deleted amended by inserting the following sentence at the conclusion thereof: In its capacity as Depositary, the Depositary shall not lend Shares or ADSs. SECTION 2.03. All references in its entirety and replaced with the followingthe Deposit Agreement to "cable, telex or facsimile transmission" are amended to include SWIFT transmission so that it reads "SWIFT, cable, telex or facsimile transmission." SECTION 2.04. The initial two paragraphs of Section 15 of the Deposit Agreement are amended to read as follows: “The Company irrevocably agrees that any legal suitshall indemnify, action or proceeding against or involving the Company brought by the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any state or federal court in New York, New York defend and 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding; provided, however, for the avoidance of doubt, that such submission to the non-exclusive jurisdiction is solely for the benefit save harmless each of the Depositary, the Custodian and this venue waiver clause their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including reasonable fees and expenses of counsel) which may only be invoked by the Depositaryarise out of acts performed or omitted, and may not be invoked by any Holder or owner of an interest in an ADR or ADS (an “Owner”). The Company also irrevocably agrees that any legal suit, action or proceeding against or involving the Depositary brought by the Company arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) below, the Depositary may refer any such suit, action or proceeding to arbitration in accordance connection with the provisions of the this Deposit Agreement andand of the ADRs, upon as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting in their capacities as such referralhereunder, any such suit, action or proceeding instituted (ii) by the Company shall be finally decided in such arbitration rather than in such courtor any of its directors, officers, employees, agents and affiliates. The Company has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (indemnities set forth in the “Authorized Agent”) upon preceding paragraph shall also apply to any liability or expense which process may be served arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer, issuance, withdrawal or sale of ADSs or the deposit of Shares in connection therewith, except to the extent any such suitliability or expense arises out of (i) information relating to or provided by the Depositary or its agents (other than the Company), action as applicable, furnished in writing by the Depositary and not changed or proceeding arising out of, based upon or relating altered by the Company expressly for use in any way to this Deposit Agreementof the foregoing documents or (ii) if such information is provided, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby which may be instituted in any court having exclusive and/or non-exclusive jurisdiction and any other court of competent jurisdiction or in any arbitration, in each case as provided or permitted herein, and the Company waives any other requirements of or objections failure to personal jurisdiction with respect thereto. Subject to the Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be state a material fact necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to make the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or information provided not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any suit, action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers in New York, the Company shall promptly appoint a successor acceptable to the Depositary that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailedmisleading.” SECTION 2.032.05. The first Section 16 (1sta) sentence, second and (2nd) sentence and third (3rd) sentence of Section 18(bb) of the Deposit Agreement are deleted in their entirety and replaced with the followingamended to read as follows: (a) JPMorgan Chase Bank, N.A. 4 Nxx Xxxx Xxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx, 00000 Attention: “Optional Arbitration. Notwithstanding anything in this Deposit Agreement to the contrary, each of the parties hereto (i.e. the Company, the Depositary and all Holders and Owners) agrees thatReceipts Group Fax: (i000) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant person or party, or persons or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any party or parties hereto or any other person or party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Owners) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable) and all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. A notice of arbitration may be mailed to the Company at its address last specified for notices under this Deposit Agreement, and, if applicable, to any Holders at their addresses on the ADR Register, which notice to any such Holder, for the avoidance of doubt, shall be deemed, for all purposes of the Deposit Agreement and the ADRs, including, without limitation, the arbitration provisions contained in this clause 000-0000 (b)) RSA Insurance Group PLC 20 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX, constitute notice to any and all Owners of the ADSs evidenced by such Holder’s ADRs.”Xxxxxxx Attention: Company Secretary Email: cxxxxxxxx@xxx.xxxxxxxx.xxx Fax: SECTION 2.042.06. The first sentence of Section 18(c) 17 of the Deposit Agreement is deleted in its entirety and replaced with the following: “Actions by Holders etc. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought by the Company or the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or any other person or party arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) above, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by Holders and/or Owners shall be finally decided in such arbitration rather than in such court.” SECTION 2.05. Section 18(e) of the Deposit Agreement is deleted in its entirety and replaced with the following: “Waiver of Jury Trial. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED UPON OR RELATING IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). No provision of this Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.” SECTION 2.06. A new Section 18(f) is added to the end of Section 18 of the Deposit Agreement immediately following Section 18(e) thereof amended to read as follows: “Notwithstanding the foregoing or anything in this This Deposit Agreement is for the exclusive benefit of the Company, the Depositary, the Holders, and their respective successors hereunder, and, except to the contrary, any suit, action or proceeding against the Company based on extent specifically set forth in Section 15 of this Deposit Agreement, the ADSsshall not give any legal or equitable right, the ADRs remedy or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the People’s Republic of China, the United States and/or claim whatsoever to any other court of competent jurisdiction, or, subject to the federal securities law carve-out set forth in Section 18(b) above, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreementperson.” SECTION 2.07. Paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement is deleted in its entirety and replaced with the following:

Amendments to Deposit Agreement. SECTION 2.01. All references in the Deposit Agreement to the term “"Deposit Agreement” " shall, as of the Effective Date (as herein defined), refer to the Deposit Agreement, Agreement as amended hereby by this Amendment. SECTION 2.02. All references in the Deposit Agreement to Xxxxxx Guaranty Trust Company of New York or the Depositary shall be references to JPMorgan Chase Bank, N.A., as Depositary. SECTION 2.03. Section 18(a) 2 of the Deposit Agreement is deleted amended by inserting the following at the conclusion thereof: Notwithstanding anything to the contrary set forth in its entirety the Deposit Agreement or any ADRs, ADRs may be either in physical certificated form or in book entry form through the direct registration system utilized by the Depositary. References to "ADRs" shall include certificated ADRs and replaced with ADRs the following: “ownership of which is recorded on the direct registration system ("Direct Registration ADRs"), unless the context otherwise requires. The direct registration system is the system for the uncertificated registration of ownership of securities established by The Depository Trust Company irrevocably agrees that any legal suit, action or proceeding against or involving the Company brought ("DTC") and utilized by the Depositary arising out ofpursuant to which the Depositary may record the ownership of ADRs without the issuance of a certificate, based upon or relating in any way to this Deposit Agreement, which ownership shall be evidenced by periodic statements issued by the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any state or federal court in New York, New York and irrevocably waives any objection which it may now or hereafter have Depositary to the laying of venue of any such proceeding, and irrevocably submits Holders entitled thereto. The direct registration system also includes access to the non-exclusive jurisdiction Profile Modification System maintained by DTC which provides for automated transfer of such courts in any such suit, action or proceeding; provided, however, for the avoidance of doubt, that such submission to the non-exclusive jurisdiction is solely for the benefit of ownership between DTC and the Depositary, and this venue waiver clause may only be invoked by the Depositary, and may not be invoked by any Holder or owner of an interest in an ADR or ADS (an “Owner”). The Company also irrevocably agrees that any legal suit, action or proceeding against or involving the Depositary brought by the Company arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing or anything in In this Deposit Agreement and the ADRs, The terms "deliver", "execute", "issue", "register", "surrender", "transfer" or "cancel", when used with respect to Direct Registration ADRs, shall refer to an entry or entries or an electronic transfer or transfers on the books of the Depositary or in the direct registration system, and, when used with respect to ADRs in physical certificated form, shall refer to the contraryphysical delivery, subject to execution, issuance, registration, surrender, transfer or cancellation of certificates representing the federal securities law carve-out set forth in Section 18(b) below, ADRs. No manual or facsimile signature of the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted shall be required for a Direct Registration ADR otherwise properly issued by the Company shall be finally decided in such arbitration rather than in such court. The Company has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any such suit, action or proceeding arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby which may be instituted in any court having exclusive and/or non-exclusive jurisdiction and any other court of competent jurisdiction or in any arbitration, in each case as provided or permitted herein, and the Company waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove Depositary to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any suit, action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers in New York, the Company shall promptly appoint a successor acceptable to the Depositary that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.” SECTION 2.03. The first (1st) sentence, second (2nd) sentence and third (3rd) sentence of Section 18(b) of the Deposit Agreement are deleted in their entirety and replaced with the following: “Optional Arbitrationvalid. Notwithstanding anything in this Deposit Agreement or in the form of ADR to the contrary, each ADSs shall be evidenced by Direct Registration ADRs, unless certificated ADRs are specifically requested by the Holder. At the request of the parties hereto (i.e. the Companya Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and all Holders and Ownersdeliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted. SECTION 2.04. Section 16 of the Deposit Agreement is amended by inserting the following immediately prior the last sentence thereof: Notwithstanding any other provision of this Deposit Agreement or the form of ADR to the contrary, neither the Company nor the Depositary, nor any of their agents, shall be liable to the other for any indirect, special, punitive or consequential damages (collectively "Special Damages") agrees that: except (i) to the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim extent such Special Damages arise from the gross negligence or proceeding directly willful misconduct of the party from whom indemnification is sought or indirectly arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant person extent Special Damages arise from or party, or persons or parties, that any Dispute, suit, action, controversy, out of a claim or proceeding brought by any party or parties hereto or any other person or a third party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and OwnersHolders) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided howeveror its agents, notwithstanding the Depositary’s written notice under this clause (ii), except to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation Special Damages arise out of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, gross negligence or becomes, invalid, illegal or unenforceable) and all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules willful misconduct of the American Arbitration Association or party seeking indemnification hereunder. SECTION 2.05. The addresses set forth in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. A notice of arbitration may be mailed to the Company at its address last specified for notices under this Deposit Agreement, and, if applicable, to any Holders at their addresses on the ADR Register, which notice to any such Holder, for the avoidance of doubt, shall be deemed, for all purposes Section 17 of the Deposit Agreement and the ADRs, including, without limitation, the arbitration provisions contained in this clause (b), constitute notice to any and all Owners of the ADSs evidenced by such Holder’s ADRs.” SECTION 2.04. Section 18(c) of the Deposit Agreement is deleted in its entirety and replaced with the following: “Actions by Holders etc. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought by the Company or the Depositary arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or 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 non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or any other person or party arising out of, based upon or relating in any way to this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 18(b) above, the Depositary may refer any such suit, action or proceeding to arbitration in accordance with the provisions of the Deposit Agreement and, upon such referral, any such suit, action or proceeding instituted by Holders and/or Owners shall be finally decided in such arbitration rather than in such court.” SECTION 2.05. Section 18(e) of the Deposit Agreement is deleted in its entirety and replaced with the following: “Waiver of Jury Trial. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED UPON OR RELATING IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). No provision of this Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.” SECTION 2.06. A new Section 18(f) is added to the end of Section 18 of the Deposit Agreement immediately following Section 18(e) thereof are amended to read as follows: “Notwithstanding the foregoing or anything in this Deposit Agreement to the contraryJPMorgan Chase Bank, any suitN.A. Four Xxx Xxxx Xxxxx Xxx Xxxx, action or proceeding against the Xxx Xxxx 00000 Attention: ADR Administration Fax: (000) 000-0000 Guangshen Railway Company based on this Deposit AgreementLimited No. 1052 Heping Road, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the Shenzhen People’s Republic of China, the United States and/or any other court of competent jurisdiction, or, subject China 518010 Attention: Secretary to the federal securities law carveBoard of Directors Fax: (86) (000) 0000-out set forth in Section 18(b) above, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreement.” SECTION 2.07. Paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement is deleted in its entirety and replaced with the following:0000