Common use of Discretionary Proxy to Management Clause in Contracts

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Holder or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided that (y) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of holders of Shares will be adversely affected and (x) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt ADSs other than in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided below. The Depositary may shall not itself exercise any voting discretion over any Sharesthe Deposited Securities. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) the Company believes that substantial opposition exists exists, or (iii) the rights of holders of Shares will be adversely affected and (x) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating believes that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify may be adversely affected. If the Depositary and timely receives voting instructions from a Holder which fails to specify the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) manner in which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain vote the legal opinion or the representation and indemnity letter aboveDeposited Securities represented by such Holder’s ADSs, the Depositary shall not will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the Shares or other Deposited Securities as to which specific instructions have not been receiveditems set forth in such voting instructions.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt ADSs other than in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided below. The Neither the Depositary may not itself nor the Custodian shall exercise any voting discretion over any Sharesthe Deposited Securities. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company’s Corporate Secretary on behalf of the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists exists, or (iii) the rights of holders of Shares will Deposited Securities may be adversely affected and (x) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth hereinaffected, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be givenprovided further, (ii) confirming that the Company wishes such discretionary proxy will have no liability to any Holder or Beneficial Owner resulting from any notice the Company provides the Depositary stating that it does not wish discretion to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to provided on any particular matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify matters. If the Depositary and timely receives voting instructions from a Holder which fails to specify the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) manner in which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain vote the legal opinion or the representation and indemnity letter aboveDeposited Securities represented by such Holder’s ADSs, the Depositary shall not will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to (y) vote in favor of management’s recommendations for the Shares or other Deposited Securities as to which specific items set forth in such voting instructions have not been receivedor, (z) in the absence of a management recommendation, abstain from voting for such item set forth in the voting instructions.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt ADSs other than in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided below. The Depositary may shall not itself exercise any voting discretion over any Sharesthe Deposited Securities. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists exists, or (iii) the rights of holders of Shares will Deposited Securities may be adversely affected and affected. If the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (xunless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall represent all Deposited Securities (whether or not voting instructions have any obligation to give been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has in accordance with this paragraph given a discretionary proxy to a person designated by the Company if (i) to vote the Company Deposited Securities, that person shall be free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described be in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention best interests of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received.

Discretionary Proxy to Management. The Neither the Depositary agrees not to, and shall take reasonable steps to ensure that nor the Custodian shall under any circumstances exercise any discretion as to voting and each neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of its nomineesfor purposes of establishing a quorum or otherwise, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than ADSs, except pursuant to and in accordance with such the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder or as provided below. The (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary may not itself exercise any to vote in favor of the items set forth in such voting discretion over any Sharesinstructions. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists exists, or (iii) the rights of holders of Shares will Deposited Securities may be adversely affected and (x) the Depositary shall not have any obligation to give affected; further, provided, that no such discretionary proxy will be given by the Depositary with respect to a person designated by the Company if (i) the Company shall not particular item for which no instructions have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described been received in the next paragraph and (ii) event that the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms vote is on a show of such proxy in contravention of the provisions of sub paragraph (x) abovehands. Prior to requesting the delivery of a discretionary proxy upon the terms set forth Notwithstanding anything else contained herein, the Company shall deliver to Depositary shall, if so requested in writing by the Depositary Company, represent all Deposited Securities (a) an opinion whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the Company's local counsel (ADS Record Date) for the sole purpose of recognized standing in such country and reasonably satisfactory to the Depositary) establishing quorum at the expense a meeting of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been receivedshareholders.

Discretionary Proxy to Management. The Neither the Depositary agrees not to, and shall take reasonable steps to ensure that nor the Custodian shall under any circumstances exercise any discretion as to voting and each neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of its nomineesestablishing a quorum or otherwise, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than ADSs, except pursuant to and in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided belowherein. The If the Depositary may not itself exercise any timely receives voting discretion over any Sharesinstructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote all Deposited Securities represented by such Holder’s ADSs in favor of the items set forth in such voting instructions. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, and voting is by poll, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the all Deposited SecuritiesSecurities represented by such Holder’s ADSs; provided provided, however, that (y) no such discretionary proxy shall be given by the Depositary with respect to any matter or resolution to be voted upon as to which the Company informs the Depositary that (iA) the Company does not wish such proxy to be given, (iiB) the Company believes that substantial opposition exists exists, or (iiiC) the Company believes that the rights of holders of Shares will Deposited Securities may be materially and adversely affected and affected, and, if no discretionary proxy is given in the case of sub-clauses (xA), (B) or (C) above, the Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holders shall not have any obligation to give such discretionary proxy to a person designated by be voted at the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) aboverelevant shareholder meeting. Prior to requesting the delivery of a discretionary proxy upon the terms set forth Notwithstanding anything else contained herein, the Company shall deliver to Depositary shall, if so requested in writing by the Depositary Company, represent all Deposited Securities at such meeting (a) an opinion whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the Company's local counsel (ADS Record Date) for the sole purpose of recognized standing in establishing quorum at such country and reasonably satisfactory to the Depositary) at the expense meeting of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been receivedshareholders.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt ADSs other than in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided below. The Depositary may shall not itself exercise any voting discretion over any Sharesthe Deposited Securities. If the Depositary (x) does not receive timely and valid voting instructions from a Holder or (y) receives valid voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) such instruction shall not be deemed to have been given to the Depositary and no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists exists, or (iii) the rights of holders of Shares will Deposited Securities may be adversely affected and affected. Subject to the rules of any securities exchange on which the ADSs or the Deposited Securities represented thereby are listed, at least two (x2) business days prior to the date of such meeting, the Depositary shall not have any obligation to give such discretionary proxy to a person designated shall, if requested by the Company if (i) Company, deliver to the Company shall not have delivered to a voting report detailing how the Depositary will vote, or cause to be voted, the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that Deposited Securities represented by ADSs at such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) abovemeeting. Prior to requesting the delivery of a discretionary proxy upon the terms set forth Notwithstanding anything else contained herein, the Company shall deliver to Depositary shall, if so requested in writing by the Depositary Company, represent all Deposited Securities (a) an opinion whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the Company's local counsel (ADS Record Date) for the sole purpose of recognized standing in such country and reasonably satisfactory to the Depositary) establishing quorum at the expense a meeting of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been receivedshareholders.

Discretionary Proxy to Management. The Depositary agrees not to, and the Depositary shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Holder or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person Person designated by the Company to vote the Deposited Securities; provided provided, however, that (yx) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of holders of Shares will be adversely affected and (xy) the Depositary shall not have any obligation to give such discretionary proxy to a person Person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next immediately following paragraph and (ii) the person Person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person Person shall not exercise the rights granted to such person Person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph clause (x) aboveof this section 4.10(b). Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's ’s local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person Person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Holder or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided that (y) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of holders of Shares will be adversely affected and (x) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares Shares, and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received. Legal Prohibitions. Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting of holders of Shares or other Deposited Securities if the taking of such action violates U.S. laws. The Issuer agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of Issuer's U.S. counsel addressing any actions requested to be taken if requested by the Depositary.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt ADSs other than in accordance with such the instructions from of Holders as of the Holder ADS Record Date or as provided below. The Depositary may shall not itself exercise any voting discretion over any Sharesthe Deposited Securities. If the Depositary (x) does not receive timely and valid voting instructions from a Holder or (y) receives valid voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided provided, however, that (y) no such instruction shall be deemed to have been given to the Depositary and no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists exists, or (iii) the rights of holders of Shares will Deposited Securities may be adversely affected and affected. Subject to the rules of any securities exchange on which the ADSs or the Deposited Securities represented thereby are listed, at least two (x2) business days prior to the date of such meeting, the Depositary shall not have any obligation to give such discretionary proxy to a person designated shall, if requested by the Company if (i) Company, deliver to the Company shall not have delivered to a voting report detailing how the Depositary will vote, or cause to be voted, the local counsel opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that Deposited Securities represented by ADSs at such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) abovemeeting. Prior to requesting the delivery of a discretionary proxy upon the terms set forth Notwithstanding anything else contained herein, the Company shall deliver to Depositary shall, if so requested in writing by the Depositary Company, represent all Deposited Securities (a) an opinion whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the Company's local counsel (ADS Record Date) for the sole purpose of recognized standing in such country and reasonably satisfactory to the Depositary) establishing quorum at the expense a meeting of the Company stating that (i) such action does not violate any local laws and (ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in connection with any action of the Depositary or the Custodian in granting such discretionary proxy. If, at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been receivedshareholders.