Common use of Distributions Other Than Cash, Shares or Rights Clause in Contracts

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, cause the securities or property so received to be distributed to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of such property in such amounts and in such manner, including public or private sale as it may deem equitable and practicable for the purpose of effecting such distribution, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of the fees, if any, of the Depositary) as in the case of a distribution received in cash in accordance with Section 4.02.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary reasonably deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company to the extent practicable, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if anyall in the manner and subject to the conditions described in Section 4.01 provided, however, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action or inaction of the Depositary) Depositary or any of its agents. The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution as provided in the case of a distribution received in cash in accordance with Section 4.025.09.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive receives any distribution other than casha distribution described in Section 4.1, Shares 4.3 or rights upon any 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall, after consultation with the Company, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofthe fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net that distribution (which may be a distribution of fees and expenses of depositary shares representing the Depositarysecurities received); provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities received must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary deems such distribution not to be lawful and feasible, the Depositary shall dispose of all or a portion of Depositary, after consultation with the Company to the extent practicable, may adopt such property in such amounts and in such manner, including public or private sale other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if anyit has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the DepositaryDeposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as in the case a condition of making that distribution. A distribution of that kind shall be a distribution received in cash in accordance with Section 4.02Termination Option Event.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution Issuer determines to distribute to the holders of Deposited Securities property other than cash, Shares shares or rights upon any Deposited Securitiesrights, the Issuer will give timely notice to the Depositary. Upon receipt of a distribution covered by the preceding sentence, the Depositary shall, after consultation with the Issuer, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable lawful and reasonably practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary reasonably deems such distribution not to be feasiblelawful and reasonably practicable, the Depositary shall dispose of all or a portion of may, after consultation with the Issuer, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable reasonably practicable and practicable lawful for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash. If the Depositary is unable to sell such property, after consultation with the Issuer and upon the Issuer’s instructions the Depositary shall either: (i) return the property to the Issuer at the Issuer’s expense (to the extent reasonably practicable), or, (ii) if 20 business days have elapsed from the time the Depositary requests an instruction from the Issuer, and no instruction from the Issuer to return the property to it is received, the Issuer shall be deemed to have instructed the Depositary to dispose of such property in accordance with any way it deems reasonably practicable under the circumstances for nominal or no consideration, and in either of (i) or (ii) above, Owners and Beneficial Owners shall have no rights thereto or arising therefrom. No distribution to Owners pursuant to this Section 4.024.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. The Depositary may withhold any distribution of securities under this Section 4.2 unless it has received satisfactory assurances, including satisfactory documentation within the terms of Section 5.7.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to ----------------------------------------------- the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shallmay, and shall at the request of the Company, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary as of a record date fixed pursuant to provided in Section 4.07 hereof5.09 or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner manner, after consultation with the Company, to the extent practicable, that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution -------- ------- cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, to the extent practicable, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if any, of the Depositary) as all in the case of a distribution received manner and subject to the conditions described in cash in accordance with Section 4.024.01.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, as promptly as practicable, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares Shares. representing such Deposited Securities held by each of them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.09 and any expenses in connection with such sale) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash pursuant to Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary or any of its agents. To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in accordance with this Section 4.02, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary or the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders entitled theretoOwners, as of a the record date fixed pursuant to Section 4.07 hereof4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, as of such date in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled theretosuch Owners, or if for any other reason (including, without limitation, including but not limited to any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including (after consultation with the Company) the public or private sale of the securities or other property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.09) shall be as promptly as practicable distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash; provided, however, that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with Section 4.02such equitable and practicable method as the Depositary may have adopted; provided, further, however, that no distribution to Owners shall be unreasonably delayed by any action of the Depositary or any of its agents. To the extent such securities or other property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities or other property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary reasonably deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if any, of the Depositary) as all in the case of a distribution received manner and subject to the conditions described in cash Section 4.01. To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in accordance with this Section 4.02, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds. The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian Depositary or the Depositary Custodian shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, after consultation with the Company, cause the securities or property so received to be distributed as promptly as practicable to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.07 4.08 hereof, after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable deem, after consultation with the Company, commercially feasible for accomplishing such distribution, net distribution subject to any applicable laws or regulations of fees and expenses of the DepositaryKorea; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, including any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), ) the Depositary deems such distribution not to be commercially feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable commercially feasible for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Holders entitled thereto as in the case of a distribution received in cash cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto subject to any applicable laws or regulations of Korea, if such distribution is commercially feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with Section 4.02such commercially feasible method as the Depositary shall have adopted.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges imposed under applicable law, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) under applicable law that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasiblepracticable, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if any, of the Depositary) as all in the case manner and subject to the conditions described in Section 4.01. The Depositary may withhold any distribution of a securities under this Section 4.02 if it has not received satisfactory assurances from the Company, after having requested such assurances from the Company, that such distribution received does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in cash in accordance with Section 4.02.respect of that distribution. 15

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution timely notice from the Company of its intent to distribute to the holders of Deposited Securities property other than casha distribution described in Sections 4.01, Shares 4.03 or rights upon any Deposited Securities4.04 of the Deposit Agreement and indicating that the Company wishes such distribution to be made to Owners of ADSs, the Depositary shall, subject to the provisions of Section 4.11 and Section 5.09 of the Deposit Agreement as promptly as practicable after receipt thereof, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereoffees and expenses of the Depositary (unless otherwise agreed between the Company and the Depositary) or any taxes or other governmental charges, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary or the Company reasonably deems such distribution not to be feasiblepracticable, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, Depositary as provided in Section 5.09 of the DepositaryDeposit Agreement) unless otherwise agreed between the Company and the Depositary and any expenses in connection with the sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash in accordance with cash; provided, however, that no distribution to Owners pursuant to Section 4.024.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and Sec­tion 5.9, whenever the Depositary shall receive any distribution distribu­tion other than casha distribution described in Sections 4.1, Shares 4.3 or rights upon any Deposited Securities4.4, the Depositary shall, as promptly as practicable after receipt thereof, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereoffees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable equi­table and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (includinginclud­ing, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered regis­tered under the Securities Act of 1933 or other law in order to be distributed distrib­uted to Holders), Owners or Beneficial Owners) the Depositary or the Company reasonably deems such distribution distribu­tion not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received re­ceived in cash in accordance with cash; provided, however, that no distribution to Owners pursuant to this Section 4.024.2 shall be unreasonably delayed by any action of the Depositary or any of its agents.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to Section 4.14, whenever the Custodian or the Depositary shall receive any distribution other than cashdistributions described in Sections 4.3, Shares 4.5 or rights 4.6 upon any Deposited Securities, the Depositary shall, as promptly as practicable, cause the securities or property so received by it or by the Custodian to be distributed to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, representing such Deposited Securities, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net of fees and expenses of distribution following consultation with the DepositaryCompany; provided, however, that if the Company shall so direct or if in the reasonable opinion of the Depositary it such distribution cannot cause such securities be made or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, including any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders)) the Depositary determines that such distribution is not feasible or may not be legally made to some or all Holders, the Depositary deems may, following consultation with the Company, adopt such distribution not to be feasible, the Depositary shall dispose of all or a portion of such property in such amounts and in such manner, including public or private sale method as it may deem deems lawful, equitable and practicable for the purpose of effecting such distribution, and if the Depositary will distribute to Company so requests, shall adopt a method given by the Holders entitled thereto Company for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the securities or property thus received, or any part thereof and, in such case, the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Holders entitled thereto as in the case of a distribution received in cash cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with such equitable and practicable method as the Depositary may have adopted, provided, further, that no distribution to Holders pursuant to this Section 4.02shall be unreasonably delayed by any action of the Depositary or the Custodian. To the extent such property, or the net proceeds thereof, is not effectively distributed to Holders as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company to the extent practical, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if anyall in the manner and subject to the conditions described in Section 4.01; provided, further, that no such distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary) Depositary or any of its agents. To the extent that such securities or property or the net proceeds thereof are not effectively distributed to Owners as provided in the case of a distribution received in cash in accordance with this Section 4.02, the same shall represent Deposited Securities and each American Depositary Share shall therefore also represent its proportionate interest in such securities, property or net proceeds. The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or Issuer intends to distribute to the Depositary shall receive any distribution holders of Deposited Securities property other than cash, Shares or rights upon any Deposited Securitiesto purchase additional Shares, the Issuer shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Owners of American Depositary Shares. Upon receipt of a notice indicating that the Issuer wishes such distribution be made to Owners of American Depositary Shares, the Depositary shallshall determine whether such distribution to Owners is lawful and practicable. The Depositary shall not make such distribution unless (i) the Issuer shall have timely requested the Depositary to make such distribution to Owners, cause (ii) the securities or Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. As soon as practicable, upon receipt of satisfactory documentation and the request of the Issuer to distribute property to Owners of American Depositary Shares and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to be distributed to the Holders entitled thereto, Owners of record as of a the American Depositary Shares record date fixed pursuant to Section 4.07 hereofdate, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, such Owners respectively and in any such manner that as the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, any requirement (i) that upon receipt of payment or net of the Companyapplicable fees and charges of, and expenses incurred by, the Custodian or the Depositary withhold an amount on account Depositary, and (ii) net of any taxes or and other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), the withheld. The Depositary deems such distribution not to be feasible, the Depositary shall may dispose of all or a portion of such the property so distributed and deposited, in such amounts and in such manner, manner (including public or private sale sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution. If (i) the Issuer does not request the Depositary to make such distribution to Owners or requests not to make such distribution to Owners, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall, after consultation with the Issuer, endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem equitable proper and practicable for the purpose of effecting such distribution, and the Depositary will shall distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of the feesproceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Owners as of the American Depositary Shares record date upon the terms of Section 4.1, provided that no distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed solely by any action of the Depositary) as . If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the case of a distribution received in cash in accordance with Section 4.02circumstances for nominal or no consideration and Owners and Beneficial Owners shall have no rights thereto or arising therefrom.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.1, Shares 4.3 or rights upon any Deposited Securities4.4, the Depositary shall, as promptly as practicable after Consultation with the Issuer, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any applicable taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash; provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with such equitable and practicable methods as the Depositary may have adopted; provided, further, that no distribution to Owners pursuant to this Section 4.02shall be unreasonably delayed by any action of the Depositary. To the extent such property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each Receipt shall thereafter also represent its proportionate interest in such property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or applicable provisions of this Deposit Agreement, whenever the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securitiesto subscribe for additional Shares, the Depositary shall, shall cause the securities or property so received by it to be distributed as promptly as practicable to the Holders Owners entitled theretothereto (after deduction or upon payment of any taxes or other governmental charges and any fees and expenses of the Depositary as provided in subsection 5.09(6) or 5.09(7), as of a record date fixed pursuant to Section 4.07 hereof, the case may be) in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitation, including any securities law requirement or any requirement (i) that the Company, the Custodian Company or the Depositary or the Custodian withhold an amount on account of taxes or other governmental charges or (iitaxes) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Owners entitled thereto as in the case of a distribution received in cash cash. The Depositary need not make any distribution of securities under this Section 4.02 unless it has received an opinion of recognized U.S. counsel for the Company, addressed to the Depositary, to the effect that the distribution may be made without registration of the securities under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in accordance with Section 4.02respect of that distribution.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon in respect of any Deposited Securities, the Depositary shall, after consultation with the Company, and after the Company has obtained opinion(s) of counsel reasonably satisfactory to the Depositary that the proposed distribution does not violate any applicable laws or regulations, cause the securities or property so received to be distributed to the Holders entitled thereto, as of a the record date fixed pursuant to Section 4.07 4.09 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net after deduction or upon payment of any fees and expenses of the DepositaryDepositary or any taxes or other governmental charge; provided, however, that that, if in the opinion of the Depositary or its counsel, it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, including without limitation, limitation any requirement (i) that the Company, the Custodian Depositary or the Depositary Custodian withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), the Depositary deems all or any portion of such distribution not to be feasible, the Depositary shall dispose of all or a portion of shall, after consultation with the Company to the extent practicable, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distributiondistribution or paying such taxes or governmental charge and may rely on such advice, which method may include, but not be limited to, the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes taxes, fees and after deduction expenses of the fees, if any, of Depositary set forth in Section 5.09 or Exhibit B hereof) by the Depositary) Depositary to the Holders entitled thereto as in the case of a distribution received in cash cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with Section 4.02such equitable and practicable method as the Depositary may have adopted.

Distributions Other Than Cash, Shares or Rights. Whenever (a) Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive receives any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any 4.04 on Deposited SecuritiesSecurities (but not in exchange for or in conversion or in lieu of Deposited Securities including, without limitation, in an exchange or conversion transaction constituting a Replacement), the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net that distribution (which may be a distribution of fees and expenses of depositary shares representing the Depositarysecurities received); provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities received must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary deems such distribution not to be lawful and feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) to the Owners entitled thereto, if any, of the Depositary) as all in the case manner and subject to the conditions set forth in Section 4.01. The Depositary may withhold any distribution of a securities under this Section 4.02 if it has not received satisfactory assurances from the Company that the distribution received does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in cash in accordance with Section 4.02respect of that distribution.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary or the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders entitled theretoOwners, as of a the record date fixed pursuant to Section 4.07 hereof4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, as of such date in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; PROVIDED, net of fees and expenses of the Depositary; provided, howeverHOWEVER, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled theretosuch Owners, or if for any other reason (including, without limitation, including but not limited to any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including (after consultation with the Company) the public or private sale of the securities or other property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.09) shall be as promptly as practicable distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash; PROVIDED, HOWEVER, that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with Section 4.02such equitable and practicable method as the Depositary may have adopted; PROVIDED FURTHER, HOWEVER, that no distribution to owners shall be unreasonably delayed by any action of the Depositary or any of its agents. To the extent such securities or other property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities or other property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian Company intends to distribute to the holders of Deposited Securities property other than a distribution described in Sections 4.1, 4.3 or 4.4, the Company shall give notice thereof to the Depositary at least sixty (60) days prior thereto, or within such other time period agreed to by the Company and the Depositary, and shall receive any indicate whether or not it wishes such distribution other than cashto be made to Owners of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Owners of ADSs, Shares or rights upon any Deposited Securitiessubject to the provisions of Section 4.11 and Section 5.9, the Depositary shall, as promptly as practicable after receipt thereof, cause the securities or property so received by it to be distributed pro rata to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereoffees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary or the Company reasonably deems such distribution not to be feasiblepracticable, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may reasonably deem equitable and practicable for the purpose of effecting such distributiondistribution to Owners as a group, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash in accordance with cash; provided, however, that no distribution to Owners pursuant to this Section 4.024.2 shall be unreasonably delayed by any action of the Depositary or any of its agents.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of Restricted American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion -------- ------- of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if any, of the Depositary) as all in the case manner and subject to the conditions described in Section 4.01. Each beneficial owner of a distribution received Receipts or Shares so distributed shall be deemed to have acknowledged that the Shares have not been registered under the Securities Act and to have agreed to comply with the restrictions on transfer described in cash the form of legend set forth in accordance with Section 4.022.01 hereof.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.1, Shares 4.3 or rights upon any Deposited Securities4.4, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any applicable taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash, pursuant to Section 4.1 of this Deposit Agreement, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with such equitable and practicable methods as the Depositary may have adopted; provided, further, that no distribution to Owners pursuant to this Section 4.02shall be unreasonably delayed by any action of the Depositary. To the extent such property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each Receipt shall thereafter also represent its proportionate interest in such property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, after consultation with the Company, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt, after consultation with the Company to the extent practicable, such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if anyall in the manner and subject to the conditions described in Section 4.01; provided, further, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary) . To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in the case of a distribution received in cash in accordance with this Section 4.02, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds. The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.1, Shares 4.3 or rights upon any Deposited Securities4.4, the Depositary shall, as promptly as practicable after receipt thereof, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary reasonably deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of Depositary, after consultation with the Issuer, may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash; provided further that no distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in accordance with this Section 4.024.2, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of SectionsSection 4.11 and 5.09,Section 5.9, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04,Sections 4.1, 4.3 or 4.4, the Depositary shall, shall (subject to Section 4.03) cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as of a the record date fixed pursuant to Section 4.07 hereof4.06, of Receipts for the American Depositary Shares representing such Deposited Securities (after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges), in proportion to the number of such American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders suchthe Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law 1933in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.095.9) shall be distributed by the Depositary to suchthe Owners entitled thereto, if any, of all in the Depositary) manner and subject to the conditions described in Section 4.01. as in the case of a distribution received in cash in accordance with Section 4.02cash.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive receives any distribution other than casha distribution described in Section 4.1, Shares 4.3 or rights upon any 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall, as promptly as practicable, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem reasonably deems equitable and practicable for accomplishing such distribution, net that distribution (which may be a distribution of fees and expenses of depositary shares representing the Depositarysecurities received); provided, however, that if if, in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities received must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders)) the Depositary, the Depositary in its reasonable opinion, deems such distribution not to be lawful and feasible, the Depositary shall dispose of all or a portion of may, following consultation with the Company to the extent practicable, adopt such property in such amounts and in such manner, including public or private sale other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1; provided, however, that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if anysuch distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, of the Depositary) as in the case of a distribution received in cash in accordance with such lawful, equitable and practicable method as the Depositary may have adopted; provided further, however, that no distribution to Owners shall be unreasonably delayed by any action of the Depositary or any of its agents. The Depositary may withhold any distribution of securities under this Section 4.024.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive receives any distribution other than casha distribution described in Section 4.1, Shares 4.3 or rights upon any 4.4 on Deposited Securities (but not in exchange for or in conversion of or in lieu of Deposited Securities), the Depositary shall, after consultation with the Company, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net that distribution (which may be a distribution of fees and expenses of depositary shares representing the Depositarysecurities received); provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities received must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary deems such distribution not to be lawful and feasible, the Depositary shall dispose of all or a portion of Depositary, after consultation with the Company to the extent practicable, may adopt such property in such amounts and in such manner, including public or private sale other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if anyit has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the DepositaryDeposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as in the case a condition of making that distribution. A distribution of that kind shall be a distribution received in cash in accordance with Section 4.02Termination Option Event.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, after consultation with the Company, and upon receipt of opinion(s) of United States and Korean counsel, as applicable, reasonably satisfactory to the Depositary, that the proposed distribution does not violate any applicable laws or regulations, cause the securities or property so received to be distributed to the Holders entitled theretodistributed, as of a record date fixed pursuant to Section 4.07 hereof, to the Holders entitled thereto, after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distributiondistribution subject to any applicable laws and regulations of Korea, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary or its counsel, it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, including without limitation, limitation any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges charges, and interest or penalties thereon, or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), ) the Depositary deems such distribution not to be feasible, the Depositary may obtain opinion(s) of United States and Korean counsel, as applicable, as to an equitable and practicable method of effecting such distribution and may rely on such advice, which method shall dispose of all or a portion of such property in such amounts and in such manner, including include but not be limited to the sale (at public or private sale as it may deem equitable and practicable for sale) of the purpose of effecting such distributionsecurities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes and after deduction of the fees, if any, of the Depositary) as in the case of a distribution received in cash in accordance with Section 4.02.of

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, shall cause the securities or property so received to be distributed to the Holders entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofthe fees and expenses of the Depositary, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, including any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), ) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Holders entitled thereto as in the case of a distribution received in cash cash; provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with Section 4.02such equitable and practicable method as the Depositary adopts.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary or on its behalf, its agent shall receive any distribution on any Deposited Securities other than casha distribution described in Sections 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shallmay, and shall if the Company so requests, as promptly as practicable, cause the securities or property so received by it or its agent to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may, with the Company’s approval, which shall dispose of all or a portion of not be unreasonably withheld, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.09 and any expenses in connection with such sale) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash pursuant to Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary, any of its agents or the Company. To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in accordance with this Section 4.02, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, shall cause the such securities or property so received to be distributed to the Holders entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofthe fees and expenses of the Depositary, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitation, including any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), ) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such mannermethod, including public or private sale if any be available, as it may deem equitable and practicable (after consultation with the Company) for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Holders entitled thereto as in the case of a distribution received in cash cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with Section 4.02such equitable and practicable method as the Depositary may have adopted.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to Section 4.12, whenever the Custodian or the Depositary shall receive any distribution other than cashdistributions described in Sections 4.1, Shares 4.3 or rights 4.4 upon any Deposited Securities, the Depositary shall, as promptly as practicable, after Consultation with the Company, cause the securities or property so received by it or by the Custodian to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if the Company shall so direct, or if in the reasonable opinion of the Depositary it such distribution cannot cause such securities be made or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitation, including any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders)Owners or Beneficial Owners) the Depositary determines that such distribution is not feasible or may not be legally made to some or all Owners, the Depositary deems may, following Consultation with the Company, adopt such distribution not to be feasible, the Depositary shall dispose of all or a portion of such property in such amounts and in such manner, including public or private sale method as it may deem deems lawful, equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Depositary will distribute to the Holders entitled thereto securities or property thus received, or any part thereof and, in such case, the net proceeds of any such sale (net of taxes and after deduction of shall be distributed by the fees, if any, of Depositary to the Depositary) Owners entitled thereto as in the case of a distribution received in cash cash; provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with such equitable and practicable method as the Depositary may have adopted; provided, further, that no distribution to Owners pursuant to this Section 4.02shall be unreasonably delayed by any action of the Depositary or the Custodian. To the extent such property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such property or net proceeds.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, upon consultation with the Company, cause the securities or property so received to be distributed to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.07 hereofhereto, entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, including without limitation, limitation any requirement (i) that the Company, the Custodian Depositary or the Depositary Custodian withhold an amount on account of taxes or other governmental charges or charges, (ii) that under applicable securities or exchange control regulations or law law, or (iii) that such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), ) the Depositary deems such distribution not to be feasible, the Depositary shall dispose may, with the reasonable approval of all or a portion of the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction expenses of the fees, if any, of Depositary as set forth in Exhibit B) shall be distributed by the Depositary) Depositary to the Holders entitled thereto as in the case of a distribution received in cash in accordance with Section 4.02cash.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.1, Shares 4.3 or rights upon any Deposited Securities4.4, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.9) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash cash; provided, however, that no such distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. To the extent that such securities or property or the net proceeds thereof are not effectively distributed to Owners as provided in accordance with Section 4.02this paragraph, each American Depositary Share shall thereafter also represent the additional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to such distribution.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, after consultation with the Company, cause the securities or property so received by it to be distributed distributed, as promptly as practicable, to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if any, of the Depositary) as all in the case manner and subject to the conditions described in Section 4.01. The Depositary may withhold any distribution of a securities under this Section 4.02 if it has not received satisfactory assurances from the Company that the distribution received does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in cash in accordance with Section 4.02respect of that distribution.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive receives any distribution other than casha distribution described in Section 4.1, Shares 4.3 or rights upon any 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shallshall cause, cause as promptly as practicable, the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deems equitable and practicable for accomplishing such distribution, net that distribution (which may be a distribution of fees and expenses of depositary shares representing the Depositarysecurities received); provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities received must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary deems such distribution not to be lawful and feasible, the Depositary shall dispose of all or a portion of may adopt, after consultation with the Company to the extent practicable, such property in such amounts and in such manner, including public or private sale other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.9), as promptly as practicable, to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if anyit has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution to be made under this Section 4.2 would represent a return of all or substantially all the value of the Depositary) as in Deposited Securities underlying American Depositary Shares, the case of a distribution received in cash in accordance with Section 4.02.Depositary may:

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary or Custodian shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, shall cause the securities or property so received by it to be distributed to the Holders entitled thereto, as after the deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Regulation S Global Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary or the Custodian withhold an amount on account of taxes or other governmental charges or (ii) that under applicable such property consists of securities or exchange control regulations or law such securities that must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders)Holders or Beneficial Owners) the Depositary, after consultation with the Depositary Company, deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Holders entitled thereto, if any, of the Depositary) as all in the case manner and subject to the conditions described in Section 4.01. Each beneficial owner of Receipts or Shares so distributed shall be deemed to have acknowledged that the Shares have not been registered under the Securities Act and to have agreed to comply with the restrictions on transfer described in the form of legend set forth in Section 2.01 hereof. There can be no assurance that the Depositary will be able to effect any currency conversion or to sell or otherwise dispose of any distributed or offered property or rights in a distribution received in cash in accordance with Section 4.02timely manner or at a particular price or at all.

Distributions Other Than Cash, Shares or Rights. Whenever the Custodian or the Depositary shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall, after consultation with the Company, and after obtaining, at the Company's expense, opinion(s) of United States and Venezuelan counsel, as applicable, satisfactory to the Depositary that the proposed distribution does not violate any applicable laws or regulations, cause the securities or property so received to be distributed to the Holders entitled thereto, as of a the record date fixed pursuant to Section 4.07 4.09 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that that, if in the opinion of the Depositary or its counsel, it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including, including without limitation, limitation any requirement (i) that the Company, the Custodian Depositary or the Depositary Custodian withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), the Depositary deems all or any portion such distribution not to be feasible, the Depositary shall dispose may obtain opinion(s) of all United States and Venezuelan counsel, as applicable, as to an equitable and practicable method of effecting such distribution or a portion of paying such property in taxes or governmental charges and may rely on such amounts and in such manneradvice, including which method may include, but not be limited to, the sale (at public or private sale as it may deem equitable and practicable for sale) of the purpose of effecting such distributionsecurities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto distribution of the net proceeds of any such sale (net of taxes taxes, fees and after deduction expenses of the fees, if any, of Depositary set forth in Section 5.09 or Exhibit B hereof) by the Depositary) Depositary to the Holders entitled thereto as in the case of a distribution received in cash in accordance with Section 4.02cash.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to ----------------------------------------------- the Custodian or provisions of Section 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Sections 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, as promptly as practicable, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as of a record date fixed pursuant to Section 4.07 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such -------- ------- distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders), Owners) the Depositary deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may, after consultation with the Company, adopt such property in such amounts and in such manner, including public or private sale method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes and after deduction the fees of the fees, if any, of Depositary as provided in Section 5.09 and any expenses in connection with such sale) shall be distributed by the Depositary) Depositary to the Owners entitled thereto as in the case of a distribution received in cash in accordance with pursuant to Section 4.024.01; provided, however, no distribution to Owners pursuant -------- ------- to this Section 4.02 shall be unreasonably delayed by any action of the Depositary or any of its agents.

Distributions Other Than Cash, Shares or Rights. Whenever Subject to the Custodian or provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than casha distribution described in Section 4.01, Shares 4.03 or rights upon any Deposited Securities4.04, the Depositary shall, after consultation with the Company to the extent practicable, cause the securities or property so received by it to be distributed to the Holders Owners entitled thereto, as after deduction or upon payment of a record date fixed pursuant to Section 4.07 hereofany fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution, net of fees and expenses of the Depositary; provided, however, that if in the reasonable opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Holders Owners entitled thereto, or if for any other reason (including, without limitationbut not limited to, any requirement (i) that the Company, the Custodian Company or the Depositary withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders), ) the Depositary reasonably deems such distribution not to be feasible, the Depositary shall dispose of all or a portion of may adopt such property in such amounts and in such manner, including public or private sale method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the Depositary will distribute to the Holders entitled thereto the net proceeds of any such sale (net of taxes the fees and after deduction expenses of the feesDepositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, if anyall in the manner and subject to the conditions described in Section 4.01; provided, further, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary) as Depositary or any of its agents. Notwithstanding the foregoing, the Depositary may withhold any distribution of securities under this Section 4.02 if, after reasonable written request, it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in the case respect of a distribution received in cash in accordance with Section 4.02that distribution.